A Complete Guide to Articles of Incorporation

April 11, 2025. 2 minute read.
By VV Sarah
Image
Business Formation

If you’re starting a business and want legal protection, credibility, and room to grow, filing your Articles of Incorporation is a must.

This guide walks you through exactly what to include, how to file, and how to avoid costly mistakes—so you can build your business on a solid legal foundation and focus on what matters most: growing your dream.


🔹 What Are Articles of Incorporation?

Articles of Incorporation (sometimes called a Certificate of Incorporation or Corporate Charter) is a legal document filed with your state’s Secretary of State to formally create a corporation. Once filed and approved, your business becomes a separate legal entity, offering liability protection and other benefits.

⚠️ Note: This is for businesses forming as corporations (like C-corps or S-corps), not LLCs. LLCs file Articles of Organization instead.


🧾 What Should Be Included in the Articles of Incorporation?

Each state has slightly different requirements, but here’s what’s generally included:

1. Business Name

  • Must be unique and include a corporate identifier like “Inc.”, “Corp.”, or “Incorporated.”
  • Tip: Search your state’s business name database to check name availability.

2. Principal Business Address

  • This is your main place of business (can be different from mailing address).

3. Registered Agent

  • A person or company designated to receive legal documents.
  • Must have a physical address in the state of incorporation.

4. Business Purpose

  • Can be broad (“to engage in any lawful activity”) or specific (e.g., “to provide graphic design services”).

5. Incorporator Information

  • Name and address of the person filing the Articles (this could be you or your lawyer).

6. Stock Information

  • Number of shares authorized to issue.
  • Types of stock (common vs. preferred) if applicable.
  • Par value (optional in some states).

7. Duration of Corporation

  • Most modern corporations are set up to exist perpetually, unless a limited duration is chosen.

8. Directors

  • Some states require names and addresses of initial board members.

📬 How to File the Articles of Incorporation

Step-by-Step:

  1. Choose Your Business Name
    • Check state name availability.
    • Secure matching domain name and social handles if possible.
  2. Select a Registered Agent
    • Can be an individual or a service (e.g., Northwest Registered Agent, LegalZoom).
  3. Prepare Articles of Incorporation
    • You can usually find templates or forms on your Secretary of State’s website.
  4. File with the State
    • Submit online or via mail.
    • Filing fees vary by state (typically $50–$300).
  5. Receive Confirmation
    • Once approved, you’ll receive a Certificate of Incorporation.

🛡️ Avoiding Common Mistakes

Mistake How to Avoid It
Choosing a taken business name Always do a name availability search first.
No registered agent Hire a reliable registered agent or service with a track record.
Missing stock info Clearly define how many shares you want to authorize and the types.
Not keeping records Maintain a corporate records book and meeting minutes.
Failing to comply after filing Stay on top of annual reports, franchise taxes, and state renewals.
Mixing personal and business funds Open a business bank account immediately and never co-mingle funds.

📌 Final Tips

  • After incorporating, apply for an EIN (Employer Identification Number) from the IRS (free).
  • Draft corporate bylaws to govern internal operations.
  • Hold an initial board meeting and issue stock certificates.
  • Stay compliant with state requirements (e.g., filing annual reports or statements of information).

Still looking for guidance – No Sweat! Our team at Venture Vault is ready to help.

Image

Need help filing your entity's Beneficial Owner Report?

Share This Article

Related Topics