Articles of incorporation are a vital prerequisite to forming any business intended to exist as a distinct legal entity separate from its members or shareholders. This includes a limited liability company, a C corporation or S corporation or a nonprofit organization. Although specific requirements and the office where you file articles of incorporation vary slightly by state, the procedures for creating articles generally are the same.
Goals and Objectives
Articles of incorporation establish your company as a registered business entity. They outline fundamental characteristics of your corporation according to state regulations. For example, state laws usually require articles to state the purpose of the business and outline the rights and responsibilities of members or shareholders. In addition to providing that information, most states also require that articles follow a specific format. Contact your Secretary of State office or use the Small Business Administration online look-up tool to get the requirements and locate forms for your state.
What to Include
State regulations regarding what articles of incorporation must include may depend on the type of corporation you’re creating. For example, requirements in Wisconsin are different for an LLC than they are for a C corporation or a nonprofit organization. In general, however, most states require:
- The corporations’ registered name
- The main location of the business
- The name and address for the corporation’s registered agent, the person or company designated to receive official papers for the corporation
- A statement describing the purpose of the business
- The number of shares of stock the corporation will be authorized to issue and the dollar value of each share
Names and Signatures
Names and official signatures are an important part of creating articles of incorporation in every state. These usually include the name and address of each incorporator -- the people who participate in creating the articles -- the name of the person responsible for drafting the articles and the name, address, email address, and phone number of a contact person. Finally, the incorporators must sign the articles.
All states charge a fee to file articles of incorporation. According to FindLaw, the filing fee ranges from $35 to $300, depending upon the state. In some states, such as Wisconsin, the filing fee varies by the type of corporation. For example, as of 2015 in Wisconsin, the fee for filing articles of incorporation for a for-profit stock corporation is $100, the filing fee for an LLC is $130 and the fee for a nonprofit corporation is $35.
- Nolo: Articles of Incorporation
- U.S. Small Business Administration: Corporation
- FindLaw: Writing and Filing the Articles of Incorporation
- Wisconsin Department of Financial Institutions: Create an LLC or Corporation
- Office of the Illinois Secretary of State. "Articles of Incorporation." Accessed Sept. 25, 2020.
- U.S. Securities and Exchange Commission. "Restated Certificate of Incorporation of the Company." Accessed Sept. 25, 2020.
- Iowa Secretary of State. "Business Entity Forms and Fees." Accessed Oct. 5, 2020.
- Arkansas Secretary of State. "Forms / Fees / Records Requests." Accessed Oct. 5, 2020.
- State of Michigan. "Entrepreneur’s Guide," Page 26. Accessed Oct. 5, 2020.
- Secretary of the Commonwealth of Massachusetts. "Corporations Division Filing Fees." Accessed Oct. 5, 2020.
Based in Green Bay, Wisc., Jackie Lohrey has been writing professionally since 2009. In addition to writing web content and training manuals for small business clients and nonprofit organizations, including ERA Realtors and the Bay Area Humane Society, Lohrey also works as a finance data analyst for a global business outsourcing company.