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What are Articles of Incorporation?
Articles of Incorporation are a formal set of documents which creates a separate legal entity of the corporation. This document acts as a charter in the establishment of the corporation. Other words for the same are ”Certificate of Incorporation’, ‘Corporate Charter’ or ‘Articles of Association’.
Breaking Down ‘Articles of Incorporation’
Generally, the secretary of the state or any other company registrar files it in the state of the corporation. This gives the confirmation of the establishment of the corporation. This document contains all the apt information as per the requirement of the laws of the United States. The information contained therein is the firm’s name, the purpose of the business, registered agent, incorporator’s details, type of stock, etc.
Most states require to have bylaws. One needs to keep these documents along with the corporate documents and it is not filed with the state filing. These documents state the duties, responsibilities of the directors, officers, etc. The state prohibits any name which is similar to an existing one. There are some different rules for the corporations which are non-profit, religious, educational or for public benefit, etc. The incorporator signs this document or in absence of him the board of directors. Securities and Exchange Commission has to approve most of the issuances.
What does it Include?
The Articles of Incorporation vary from state to state. But usually, this document contains the following necessary information:
- Name of the corporation. In most states, ‘Inc’ or ‘Incorporation’ is suffixed to the name so as to be called it as a corporation.
- The purpose of the establishment of the corporation. Each state has different filing requirements regarding the same.
- Name and address of the registered agent. People need to have someone who would receive important documents on behalf of the corporation. The registered agent is the one who is available during the business hours.
- Name and addresses of the initial Board of Directors.
- Type of corporate structure. For example, Profit, Non-profit, professional, etc.
- Type and number of authorized shares.
- The time period of the corporation whether or not perpetual. Usually, organizations set up for a perpetual existence.
- The name, address and the signature of the incorporator.
How to File?
In most states, one has to file the articles of incorporation online. But advisable is to hire an attorney (lawyer) who can help you file the same and you don’t miss out anything crucial. These forms are available online or your state secretary may provide you either as a fill in the blank type or as a plain paper to be filled up by you. Sample forms are available online, so you may take ideas from that.
Once you comply with all the formalities, you need to submit the same to your state secretary or department of commerce along with the filing fees. Filing fees differ from state to state. These fees accompany many other fees like Franchise fees, fees of registered agent, etc. After receiving the approval of the same from the state secretary, the business owner needs to file them with the Register of Deeds in the state of incorporation. Then, it becomes a public record.