To create a corporation, you must fill out and file paperwork with your state. This set of documents is called the Articles of Incorporation. They vary from state to state, but a good Articles of Incorporation template can help make sure you do it right. We’ve got a free template you can use, but before you jump in, it’s helpful to learn the basics about Articles of Incorporation.
What’s the difference between Articles of Incorporation and Articles of Organization?
While Articles of Organization are used to create and register limited liability companies (LLC), the Articles of Incorporation are used for corporations (C Corps). LLCs and corporations have different structures and tax responsibilities.
What’s included in the Articles of Incorporation?
The document itself doesn’t have to be very long, but it covers some very important information about your corporation. Each state has different requirements. You’ll need to check with your state about what specific information should be included and update the template accordingly. But, in general, you’ll need to include the following:
- The corporation name: Follow the rules for your state on creating a name. This may include making sure no other corporation has the same name and using “Inc.” or something similar in the title.
- Corporation purpose: Do you sell products? What industry is it in? What you include here will depend on the type of information your state requires.
- Duration of the corporation: If your corporation is created to live on in perpetuity, mention that. Otherwise, you may decide to set an expiration date.
- The registered agent: Your corporation must have an individual who can get mail or notifications on behalf of your corporation during regular business hours. This person is called an “agent,” and their name and address will be included in your Articles of Incorporation.
- Initial directors: Pick a person to serve as the head of your future board of directors, and include the names and addresses for all the members of your board.
- Stock type and availability: Next, you’ll identify the type of stocks available, if any, and how many shares are initially available. Any restrictions in the transfer or sale of stock should be noted, along with any preemptive rights of stockholders to purchase future offerings.
- Bylaws and voting rights: Amending or repealing bylaws must be addressed. This is also where voting rights should be established.
- Fiscal year-end: Determine when your books will be closed each year. For most corporations, this is December 31.
- Indemnification clause and limitation of liability: This section explains that board members will be held harmless by the corporation in claims of any nature. It also limits the liability of board members.
- Incorporator name and address: Someone should be designated to file the Articles of Incorporation with the state. This incorporator will follow up and reply to any requests for more documentation from the state until the process is complete.
What to do with your Articles of Incorporation
Your state will have its own requirements for filing, but it’s usually through the secretary of state or the office of the commonwealth. They may have options for online filing.
These templates are for illustrative purposes only and should not be construed as either actual or constructive legal advice being given.