What Are Articles of Incorporation and How to File Them

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What’s included in articles of incorporation
- Corporation’s name: This is the company’s legal name, usually ending in a corporate identifier like "Corp." or "Inc."
- Corporation’s address: This is your business’s principal operating address in the state where you’re filing.
- Registered agent: This is the individual or company that will receive official documents on your business’s behalf.
- Business purpose: Some states have a general statement authorizing the business to engage in any lawful purpose, but other states require a more specific description of your business’s products or services.
- Directors and officers: Some states require you to provide the names and addresses of directors and officers. Directors are responsible for overall strategy and corporate planning. They are elected by shareholders and appoint the officers. Officers — like chief executive officer, treasurer and chief financial officer — are responsible for running the business on a day-to-day basis.
- Number of shares: C corps can issue an unlimited number of shares, whereas S corps are limited to 100 shares. Your articles should specify the number of shares, but you don’t have to issue all of them. Businesses often leave some shares unissued to expand and bring on more shareholders.
- Class of shares: C corps can issue different classes of stock (common and preferred), whereas S corps are limited to one class of stock. In a C corp, preferred stock usually is designated for investors who get first access to dividends and distributions of assets.
- Incorporator: The individual or legal service company that fills out and files the form is the incorporator.
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How to file articles of incorporation
- File yourself through the secretary of state’s office.
- File through a legal help site.
- File with a lawyer’s assistance.
Where to file articles of incorporation
- Formation fees.
- Annual fees and filings.
- Corporate taxes and franchise taxes.
- Legal system.
- Investor preferences.
What to do after filing
- Initial report: Several states require you to file an initial report within a month or two of your incorporation. Initial reports contain up-to-date information about your business’s directors and officers, location and registered agent. In a lot of ways, it might seem like a repetition of the articles of incorporation.
- Publishing requirement: Most states require you to publish a notice in a local newspaper that contains your business’s name, address, number of shares and other information from your articles.
- Annual report: Annual reports usually contain detailed financial data for prospective shareholders and the public. States vary in the specifics, but you typically have to submit them by March or April after the year of incorporation.
- Corporate bylaws: Corporate bylaws contain the blueprint for running the corporation and are far more detailed than the articles. They set out the rights and responsibilities of shareholders, directors and officers.
- Hold board of directors meeting: After incorporating, hold your first board of directors meeting and document the minutes and any resolutions the board takes.
- Hold shareholder meeting: You’ll also have to hold and document your first shareholder meeting. At this meeting, you’ll issue shares of stock and record the transfer.
- Elect S corp status (optional): To organize your company as an S corporation, you’ll need to file Form 2553 with the IRS.
- Handle administrative matters: As part of company setup, you’ll also need to obtain any local business licenses, apply for an employer identification number (required for corporations), and open a business bank account. You also should determine your state’s deadlines for filing corporate taxes and franchise taxes.