Articles of incorporation is the document you file with the state to legally create a corporation. It’s the corporate equivalent of an LLC’s articles of organization.
Quick answer: File articles of incorporation with your state’s Secretary of State to create a C-Corp or S-Corp. Include: corporate name, registered agent, authorized shares, incorporator name, and business purpose. Cost: $50–$500 depending on state. Processing: 1–10 business days (online).
Articles of Incorporation at a Glance
| Detail | Info |
|---|---|
| Also called | Certificate of Incorporation (Delaware, some states), Corporate Charter |
| Purpose | Legally creates a corporation |
| Filed with | Secretary of State (or equivalent) |
| Cost | $50–$500 (state dependent) |
| Processing time | 1–10 business days (online) |
| Entity types | C-Corp, S-Corp |
| Public record | Yes |
What to Include
| Required Field | Details |
|---|---|
| Corporate name | Must include “Corporation,” “Incorporated,” “Company,” “Inc.,” “Corp.,” or “Co.” |
| Registered agent | Name and physical address in the state |
| Authorized shares | Number of shares the corporation can issue |
| Par value per share | Nominal value per share (can be $0.001, $0.01, or no par value) |
| Business purpose | “Any lawful business” (general) or specific purpose |
| Incorporator | Name and address of person filing |
| Principal office address | Business address |
| Effective date | Filing date or future date |
Optional Provisions (Common Additions)
| Provision | Details |
|---|---|
| Indemnification | Corporation protects directors from personal liability for business decisions |
| Preemptive rights | Existing shareholders get first option to buy new shares |
| Director liability limitation | Limits director personal liability (allowed in most states) |
| Stock classes | Defines common stock, preferred stock, voting rights |
| Board size | Initial number of directors |
| Duration | Perpetual (standard) or fixed term |
Authorized Shares: How Many to Authorize
| Scenario | Recommended Shares | Par Value |
|---|---|---|
| Simple small corporation | 10,000 shares | $0.001 or no par |
| Corporation planning to raise money | 10,000,000 shares | $0.0001 or $0.001 |
| Delaware C-Corp (standard VC setup) | 10,000,000 shares | $0.00001 |
| S-Corp (single class only) | 10,000–100,000 shares | $0.001 or no par |
Why authorize more than you’ll issue:
- Reserves shares for future investors
- Allows employee stock option plans
- Avoids needing to amend articles later (which costs money)
Watch out for Delaware franchise tax: Delaware’s franchise tax can be calculated based on authorized shares. Authorizing too many shares without the “assumed par value” method can result in a large tax bill.
Filing Fees by State
| State | Filing Fee | Expedited Available |
|---|---|---|
| California | $100 | Yes ($350 same-day) |
| Texas | $300 | Yes ($25 for 24-hour) |
| Florida | $70 | No |
| New York | $125 | Yes ($25–$150) |
| Delaware | $89 | Yes ($50–$1,000) |
| Wyoming | $100 | Yes |
| Nevada | $75 | Yes |
| Illinois | $150 | Yes |
| Ohio | $99 | Yes |
| Georgia | $100 | Yes |
| Colorado | $50 | Yes |
| Michigan | $50 | Yes |
| Pennsylvania | $125 | Yes |
| Massachusetts | $275 | Yes |
| Washington | $180 | Yes |
Articles of Incorporation vs. Articles of Organization
| Feature | Articles of Incorporation | Articles of Organization |
|---|---|---|
| Entity type | Corporation (C-Corp/S-Corp) | LLC |
| Stock/shares | Specifies authorized shares | No shares (membership interests) |
| Management | Board of directors + officers | Member-managed or manager-managed |
| Following document | Corporate bylaws | Operating agreement |
| Liability protection | Yes | Yes |
| Tax treatment | C-Corp (default) or S-Corp (election) | Disregarded/partnership (default) or S-Corp |
| Ongoing formalities | Annual meetings, minutes, resolutions | Less formal (state-dependent) |
After Filing: Next Steps
| Step | When | Details |
|---|---|---|
| 1. Adopt corporate bylaws | Within days of incorporation | Internal rules for governance |
| 2. Hold organizational meeting | First board meeting | Elect officers, adopt bylaws, authorize stock |
| 3. Issue stock certificates | At organizational meeting | To founders and initial shareholders |
| 4. Get an EIN | Same day | Free at irs.gov |
| 5. Open bank account | After EIN | Corporate checking account |
| 6. File S-Corp election (if applicable) | Within 75 days of incorporation | Form 2553 with IRS |
| 7. Set up corporate records book | First month | Store bylaws, minutes, stock ledger |
| 8. Apply for licenses/permits | As needed | Business license, industry permits |
Corporate Bylaws Overview
Bylaws are adopted after incorporation — they govern how the corporation operates.
| Bylaw Section | What It Covers |
|---|---|
| Shareholder meetings | Annual meeting, special meetings, quorum, voting |
| Board of directors | Number, election, terms, vacancies, committees |
| Officers | Titles, duties, election, removal |
| Stock | Classes, issuance, transfers, certificates |
| Dividends | Declaration process |
| Fiscal year | Start and end dates |
| Amendments | How bylaws can be changed |
| Indemnification | Protection for directors and officers |
| Records | What records to maintain |
Corporate Formalities
Corporations require more ongoing formalities than LLCs:
| Formality | Frequency | Why It Matters |
|---|---|---|
| Annual shareholder meeting | Annually | Elect directors, major decisions |
| Board meetings | Quarterly (standard) | Strategic decisions, authorize actions |
| Meeting minutes | Every meeting | Document decisions for legal protection |
| Written resolutions | As needed | Document major actions without full meeting |
| Stock ledger maintenance | Ongoing | Track ownership and transfers |
| Annual report | Annually (state) | Maintain good standing |
| Separate bank accounts | Always | Never commingle funds |
| Corporate signature block | All contracts | “John Smith, President, ABC Corp” |
Common Mistakes
| Mistake | Consequence |
|---|---|
| Authorizing too many shares in Delaware | High franchise tax |
| Not adopting bylaws | No governance rules, vulnerable to disputes |
| Skipping organizational meeting | Stock not properly issued, decisions undocumented |
| Not issuing stock to founders | Unclear ownership, IRS complications |
| Treating corporation like personal account | Piercing the corporate veil, losing liability protection |
| Missing S-Corp election deadline | Taxed as C-Corp for the year (double taxation) |
| Not keeping meeting minutes | Court may disregard corporate protections |
Bottom Line
Articles of incorporation is a straightforward filing — typically one page of information and a $50–$300 fee. The complexity comes after incorporation: adopting bylaws, holding an organizational meeting, issuing stock, and maintaining corporate formalities. If you’re forming a simple small business, an LLC is usually easier. If you need to raise venture capital, offer stock options, or plan for an IPO, a C-Corp (usually in Delaware) is the standard choice.
Related: Corporate Bylaws | S-Corp vs. C-Corp | LLC vs. C-Corp | How to Start a Business
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