Understanding the Articles of Incorporation

Understanding the Articles of Incorporation

When starting a business, one of the key steps is to file the Articles of Incorporation. This legal document, also known as the Certificate of Incorporation or Corporate Charter, is filed with the state government to officially form a corporation. While the specifics may vary depending on the state, there are some common elements that are typically included in the Articles of Incorporation.

1. Name of the Corporation

The Articles of Incorporation will clearly state the name of the corporation. It is important to choose a unique and distinguishable name that is not already in use by another business. The name must also include a corporate designator such as "Corporation," "Incorporated," or "Company."

2. Purpose of the Corporation

This section outlines the primary purpose for which the corporation is being formed. It can be general or specific, depending on the nature of the business. Some states allow for a broad statement like "to engage in any lawful business," while others require a more detailed description of the intended activities of the corporation.

3. Registered Agent and Office

Every corporation is required to have a registered agent and office in the state where it is incorporating. The registered agent is responsible for receiving legal notices and official correspondence on behalf of the corporation. The registered office is the official address where these documents are to be sent.

4. Board of Directors

The Articles of Incorporation may include information about the initial board of directors of the corporation. This typically includes the names and addresses of the directors who will be responsible for overseeing the management of the corporation.

5. Stock Structure

If the corporation will issue stock, the Articles of Incorporation will outline the stock structure, including the types of stock that will be issued (common, preferred, etc.), the number of shares authorized, and the par value of the shares.

6. Duration of the Corporation

Some states require the Articles of Incorporation to include the duration of the corporation, indicating whether it will be a perpetual entity or have a specific end date. Most corporations are formed with the intention of being perpetual unless stated otherwise.

7. Incorporator Information

The Articles of Incorporation will also include the names and addresses of the individuals or entities responsible for filing the document. These are known as the "incorporators" and are typically the individuals who are initiating the process of forming the corporation.

8. Amendments Provision

It is common for the Articles of Incorporation to include a provision for making amendments to the document in the future. This allows for changes to be made as the business grows and evolves, such as adding new directors, changing the corporate name, or adjusting the stock structure.

Conclusion

Understanding the Articles of Incorporation is essential for anyone looking to start a corporation. By familiarizing yourself with the key elements that are typically included in this document, you can ensure that your business is set up properly and in compliance with state laws. If you have any questions or need assistance with filing your Articles of Incorporation, it is recommended to consult with a legal professional or business advisor to ensure that the process is done correctly.