Articles of incorporation are the charter that brings a corporation into existence: until the Secretary of State accepts them, there is no entity, no liability shield, and no shares to issue. Every state publishes its own filing requirements, but the core articles are the same everywhere.
This template assembles the standard set: name, duration, purpose, authorized shares, registered agent, and incorporator, in the order state filing offices expect, ready to sign and file with your state's fee.
What goes into articles of incorporation
State statutes require surprisingly little: a distinguishable corporate name with a designator (Inc., Corp.), a registered agent with a physical in-state address, the number of authorized shares, and the incorporator's signature. Everything else, officers, bylaws, shareholder agreements, lives outside the articles, which is deliberate: the articles are public, and amending them requires a filing and a fee, so experienced founders keep them minimal and put operational detail in the bylaws instead.
- Authorized shares: the ceiling on what the corporation may issue. Authorize more than you issue at founding so option pools and later investors do not force an amendment.
- Par value: a historical minimum price per share. No par value or a nominal $0.01 is standard; a few states compute franchise tax from it, so check before choosing $1.00.
- Purpose clause: nearly every state accepts a general 'any lawful purpose' clause. Professional corporations (medicine, law, accounting) are the main exception and often need a specific purpose and licensing language.
Filing with the Secretary of State
Check name availability on your state's business registry before filing, then submit the signed articles with the filing fee, typically $50 to $300. Most states accept online filing and return a stamped copy or certificate of incorporation within days. The corporation exists as of acceptance; promptly afterward, hold an organizational meeting to adopt bylaws, appoint directors and officers, issue the initial shares, and open the corporate bank account. Banks and investors will ask for the stamped articles, so keep the state-returned copy with your records.
Incorporating out of state
Delaware is popular for venture-backed startups because of its corporate case law, but a small business operating in one state usually saves money and paperwork by incorporating at home: an out-of-state corporation must also register as a foreign corporation, and pay fees, everywhere it actually does business.
Corporation or LLC, and what comes after filing
A corporation suits businesses that will issue stock, grant options, or raise investment; most small owner-operated businesses find an LLC simpler because it skips corporate formalities. If that is your situation, compare the LLC articles of organization before filing. After incorporation, adopt corporate bylaws and record the first decisions with a corporate resolution: states do not ask for either, but banks, auditors, and courts do.
The shield needs maintenance
Filing articles creates limited liability; keeping it requires separation. Maintain a corporate bank account, sign contracts in the corporation's name, hold and minute annual meetings, and file the state's annual report. Courts pierce the veil of corporations run as personal pockets.
Frequently asked questions
How many shares should I authorize?
Authorize comfortably more than you plan to issue: a common small-business pattern is 10,000 authorized with 1,000 issued, and startups planning option pools often authorize 10 million. Some states scale the filing fee or franchise tax to authorized shares, so check your state's schedule before authorizing very large numbers.
Who can be the incorporator?
Any adult, including a founder, an attorney, or a formation service. The incorporator's only job is signing and filing the articles and, if directors are not named in them, appointing the initial board. The role carries no ownership and ends at organization.
Can I be my own registered agent?
Yes, if you have a physical street address in the state of incorporation and are available during business hours to accept legal papers. Many owners use a commercial registered agent instead so that a lawsuit is never served in front of customers and the address on public record is not their home.
What is the difference between articles of incorporation and bylaws?
Articles are the public charter filed with the state; bylaws are the private operating manual adopted by the board afterward, covering meetings, officers, and stock records. Amending articles requires a state filing; amending bylaws is an internal corporate act.
Do the articles make my business an S corporation?
No. S corporation status is a federal tax election made with the IRS on Form 2553 after the corporation exists, and it has its own eligibility limits (one class of stock, 100 or fewer shareholders, US persons). The articles filed with the state are the same either way.
Can I change the articles later?
Yes, by filing articles of amendment with the state and paying its fee, typically after board and shareholder approval. Name changes, share increases, and stock splits are the common reasons. Because amendments cost money and time, keep the original articles minimal.