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Articles of Incorporation
What is it
Articles of Incorporation are formal documents filed with a government body, usually a state's Secretary of State or equivalent office, to legally establish a corporation. These documents outline key details about the corporation, such as its name, purpose, principal office location, duration, and information about its directors, officers, and shares of stock. Filing the Articles of Incorporation is a crucial step in creating a corporation, as it marks the entity's official existence and allows it to operate under the law.
Why is it important
Articles of Incorporation are important because they legally establish a corporation as a distinct entity, providing it with the ability to enter into contracts, own assets, and incur liabilities separately from its owners. They define the corporation's structure, governance, and purpose, ensuring legal recognition and protection under state law. Additionally, filing these documents is often a prerequisite for obtaining business licenses, opening bank accounts, and securing financing, making them essential for a corporation's operation and compliance.
When is it needed
Articles of Incorporation are needed when an individual or group decides to form a corporation, whether for-profit or nonprofit. They are required at the outset of creating the corporation to legally establish it as a separate entity under state law. This filing is necessary when:
Starting a new corporation: Whether it's a small business, a large company, or a nonprofit organization, Articles of Incorporation must be filed to officially form the entity.
Expanding a business structure: When an existing business, such as a sole proprietorship or partnership, decides to incorporate, the Articles of Incorporation are needed to transition to a corporate structure.
Complying with legal requirements: Some industries or activities may require a corporate structure to comply with legal or regulatory requirements, necessitating the filing of Articles of Incorporation.
Seeking investment or protection: Entrepreneurs and business owners may incorporate to attract investors, limit personal liability, or gain tax advantages, which requires the filing of these documents.
Key Provisions
The most important provisions in Articles of Incorporation typically include the following:
Corporate Name: The official legal name of the corporation, which must be unique and compliant with state regulations.
Purpose of the Corporation: A statement outlining the general or specific purpose for which the corporation is formed. This can be broad (e.g., "to engage in any lawful business") or specific to the industry.
Principal Office Address: The physical location of the corporation's main office, often including the registered agent's address for legal correspondence.
Registered Agent: The designated individual or entity responsible for receiving legal documents on behalf of the corporation. The registered agent must have a physical address in the state of incorporation.
Duration of the Corporation: The length of time the corporation is intended to exist, which can be perpetual (lasting indefinitely) or for a specific duration.
Capital Structure: Information about the corporation's stock, including the number of shares authorized, types of stock (e.g., common, preferred), and their par value, if applicable.
Incorporators: The names and addresses of the individuals responsible for signing and filing the Articles of Incorporation.
Board of Directors: The initial directors who will manage the corporation until the first shareholder meeting, including their names and addresses.
Limitations of Director Liability: Provisions that limit the liability of directors to the corporation or its shareholders, often to protect directors from personal liability for their decisions.
Indemnification: Provisions that allow or require the corporation to indemnify its directors, officers, and employees against legal expenses and judgments arising from their corporate duties.
These provisions form the foundation of the corporation's legal and operational structure, making them crucial for its governance and compliance.