What are articles of incorporation?
Articles of incorporation (also known as AOC, certificate of incorporation, or corporate charters) are legal documents you need to fill out when registering a corporation.
Let’s go ahead and explore a little more about them (including who needs them, why they are created, when you need them, and how to create and file the documentation).
What are articles of incorporation, and who are they relevant for?
Articles of incorporation are legal documents you need to file so that the government has a record of your business. These documents will need to include details like:
- Corporation name and address
- The type of business structure you have
- Purpose of the corporation
- Number of shares (and of what class) have been allotted
- Duration of the corporation (if applicable)
- Names of the business owners and board of directors
- Name and street address of the registered agent
These details can differ state-to-state, too. For example, some states don’t require you to write about the purpose of your business.
To find out which details your state needs, go to your Secretary of State’s office (either offline or online) or approach a law firm specializing in helping businesses incorporate.
Once you’ve added all this information, the parties whose names have been listed on the document will have to sign the articles of incorporation to show their consent to be a part of the business entity.
All types of corporations, including limited liability companies (LLCs), non-profits, S corporations, and C corps, need to create articles of incorporation.
Why and when do you need them?
Articles of incorporation are needed anytime you open and register a new business, except if that business is a partnership or a sole proprietorship.
These should be created at the start of business, ideally before you begin conducting operations under that business name (that is, if you’re not turning your existing partnership or proprietorship company into a corporation).
As for why you need them, here’s a quick run-down:
- They are necessary to provide proof your company is a legitimate business and a legal entity.
- They can be used for record-keeping (e.g., if you need to know the number of shares allocated to certain directors, articles of incorporation would be the go-to document).
- They give more authority and credibility to your business (e.g., if someone wanted to invest in your company, they might require a certificate of incorporation to trust your credibility, or they might want to look you up — and since AOCs are a public record, they can easily do that).
- After you’re legally registered as a corporation (which can only happen once you file for articles of incorporation), you can then begin to raise business capital and deal with authorized shares.
- They also provide limited liability to business owners and the board of directors who have equity in the business.
How do you create and file articles of incorporation?
Now let’s get to the meatier bits and learn about creating and filing articles of incorporation.
Step 1. Create and fill your articles of incorporation form
First things first: you’ll need to get an article of incorporation form from your Secretary of State.
Alternatively, if you don’t wish to go through that route and use your own, here’s an Articles of Incorporation Template you can use.
To create the document, open the template on PandaDoc, and enter the variables of the fields.
You’ll need to add in the necessary details like business purpose, business name, shares of stock assigned to the board of directors, business structure, and other additional information needed for filing requirements.
Lastly, add in the date and your signature by clicking on the green buttons.
Step 2: Notarize your documents
Once all the details have been finalized you now need to send your document(s) to a notary for them to get notarized (your documents won’t get approved without notarization).
So, you can opt for either of the following:
Option A: Notarize them through a notary in-person.
Option B: Notarize them through a virtual notary.
Please note that regardless of whichever option you choose, both have the same level of legal validity.
If you choose Option A, click on the download button from the top of the PandaDoc editor and then take your documents to a traditional notary.
If you choose Option B, add signature fields, date, stamp, name of notary, and expiration details onto the document.
For example, this is what your updated document could look like:
Save the document, and then start a session through PandaDoc which will allow your notary of choice to review and authenticate the document.
You can start a new session by going to Notary > New Session > Uploading Your File > Adding Participants > Clicking “Join New Session.”
Learn more about notarizing your document with PandaDoc.
Step 3: File and get your articles of incorporation approved
Once you’ve signed and notarized your documents, it’s time to file them.
Here’s how to do that:
- Mail, fax, or send the documents in person to your Secretary of State (or other legal entity that handles AOCs in your state —- e.g., Arizona has a Corporate Commissions Office). Note: You may need to send in additional documents, such as company bylaws, opinion letters, certificates of good standing, etc., along with your articles of incorporation.
- Pay your filing fee, which should vary between $100 to $300. Also, ensure the filing fee comes directly from your business bank account.
- Wait to get approved! And after that, to ensure your status as a corporation isn’t ever revoked, do your best to handle the legal requirements of being a corporation, such as filing annual reports or holding board of directors meetings.
Do more virtually
In today’s day and age, when all e-signatures and virtual notaries are just as legally valid as their traditional counterparts, why waste all that extra time waiting in long lines to get incorporated?