Articles of Incorporation: What They Are and How to File
Articles of incorporation are the documents you file with a state to create a corporation. Until the state accepts them, the corporation does not exist. Once accepted, the business becomes a separate legal person that signs its own contracts and owes its own debts.
One thing is worth settling first, because it sends a lot of people to the wrong form: if you are starting an LLC rather than a corporation, the document you need is called articles of organization. This guide will cover what goes in the articles, how to file them, why the name changes from state to state, and how to get a copy of an old filing.
Key Takeaways
- Articles of incorporation create a corporation. Articles of organization create an LLC.
- Delaware calls the same document a certificate of incorporation, and Texas calls it a certificate of formation.
- Bylaws are not filed with the state. The articles are public, the bylaws stay in your own records.
- Your Secretary of State's business entity search is where copies of existing filings come from.
What Are Articles of Incorporation?
A corporation is not created by a decision or a handshake. It is created by a filing, and the articles are that filing. The document names the company, says where it can be reached, identifies who accepts legal papers on its behalf, and sets out the stock it is allowed to issue.
Acceptance matters more than submission. The corporation's legal start date is normally the date the state accepts the document, not the date you send it. Until then, the people running the business remain personally exposed.
Once the corporation exists, it is a separate taxpayer as well as a separate legal person. The IRS treats a new corporation as a C corporation by default, and an S corporation election is a separate federal filing made later.
What Goes Into Articles of Incorporation
Most states ask for the same short list. The wording differs, the substance rarely does.
- Corporation name, including a required designator such as Corporation, Incorporated, or Company.
- Registered agent and registered office, a person or company with a physical street address in the state who accepts legal papers. A PO box is not accepted.
- Business purpose, which most states let you state broadly as any lawful business.
- Shares authorized, the maximum number of shares the corporation may issue.
- Par value, a nominal per-share figure. Many corporations use a small amount such as $0.001, and some states let you leave it blank.
- Incorporator, the person signing and submitting the document.
- Initial directors, required by some states and optional in others.
An articles of incorporation example for a small for-profit corporation looks roughly like this:
Name: Ridgeline Fabrication, Inc. Purpose: Any lawful business Registered agent: Jordan Reyes, 118 Commerce Street, in the state of formation Shares authorized: 10,000,000 shares of common stock Par value: $0.001 per share Incorporator: Jordan Reyes
Most states publish a fillable articles of incorporation template on the filing office website, so you are rarely starting from a blank page.
Articles of Incorporation vs Articles of Organization
They create different entities. Articles of incorporation create a corporation. Articles of organization create an LLC. The two forms ask for similar information, but they are separate documents with separate fees. Filing the wrong one is the most common mistake among people searching this term.
| Corporation | LLC | |
|---|---|---|
| Document filed | Articles of incorporation | Articles of organization |
| Owners are called | Shareholders | Members |
| Internal rulebook | Bylaws | Operating agreement |
| Default federal tax treatment | C corporation | Sole proprietorship or partnership |
Fees are set per document and per state. Georgia, for example, charges $100 to file LLC articles of organization, plus a $10 online service charge. If the entity type is not settled, compare an LLC vs a corporation first.
Articles of Incorporation for LLC Owners: What You Actually File
You will not file this document at all. If you are forming an LLC, you file articles of organization instead, and there is no such thing as articles of incorporation for LLC formation. For the full walkthrough, see how to start an LLC.
Filing an LLC instead? Start your LLC with FormationHub and we will handle the state paperwork, step by step.
Same Document, Different Names by State
Many states call this document articles of incorporation, but not all do. Delaware calls it a certificate of incorporation and Texas a certificate of formation. The name changes, the function does not.
Articles of Incorporation vs Certificate of Incorporation
Delaware is where this comes up most, because so many companies incorporate there. The state's corporation law uses "certificate of incorporation" throughout and does not use the other phrase at all, so a Delaware entity search returns the document under that name.
Articles of Incorporation vs Certificate of Formation
Texas uses a single document name across entity types. A Texas corporation and a Texas LLC both file a certificate of formation, with the entity type set by which version of the form you choose. That is why a Texas entity search lists both under one label.
Corporate Charter vs Articles of Incorporation
Charter is the older, informal term for the filed articles plus every amendment made since.
Articles of Association vs Articles of Incorporation
Articles of association is mainly a non-US term for an internal governing document, closer to US bylaws than to anything filed with a state.
Articles of Incorporation vs Bylaws
Articles of incorporation are filed with the state and are public. Bylaws are written by the board, stay in the company's records, and are not filed with the state. The articles create the corporation. The bylaws decide how it runs.
That split matters in practice. Changing bylaws is an internal board decision. Changing the articles means a state filing and a fee. Banks and investors routinely ask for both.
Operating Agreement vs Articles of Incorporation
Different entity, same division of labor. An operating agreement is an LLC's internal rulebook, the equivalent of bylaws, and it is not filed with the state either.
How to File Articles of Incorporation
- Confirm the name is available and carries a required designator, using the state's business entity search.
- Appoint a registered agent with a physical address in the state of formation.
- Decide the number of authorized shares and the par value.
- Complete the state's form and pay the filing fee.
- Wait for acceptance, then keep the stamped copy.
Filing fees and processing times are set by each state and change, so the filing office's own fee schedule is the only reliable source. Many states offer expedited handling for an extra fee.
Filings do get rejected, and nearly always for the same short list of reasons:
- Name is not distinguishable from an existing entity, or is missing its designator.
- Registered agent address is a PO box or sits outside the state.
- Authorized share count is blank or contradicts another section of the form.
- Incorporator signature is missing.
- Payment does not match the current fee.
For the full sequence, see how to start a corporation.
How to Get Articles of Incorporation You Already Filed
The state that accepted the filing is the system of record, so that is where a copy comes from. Start with your Secretary of State's business entity search, which costs nothing and returns the filed document for most states. A certified copy costs extra and has to be ordered.
Working out how to find articles of incorporation for a company you do not control works the same way, because the filing is public. Search the entity name in the state where it formed.
Two versions exist, and they are not interchangeable:
- A plain copy is the entity search download, at little or no cost. It is fine for internal records.
- A certified copy carries the state's seal and certification. Banks, lenders, courts, and licensing boards usually require this one.
If the corporation was dissolved or merged, the original filing normally stays in the state's records, although older documents are not always online. A certificate of good standing is a different document. It proves the entity is current, and it does not replace the articles.
How to Amend Articles of Incorporation
You file an amendment, usually called articles of amendment, with the same state office that accepted the original. Amendments are for facts stated in the articles: the corporation's name, its share count, its registered agent. Changing the bylaws does not require a state filing.
Most states require the board, and depending on what is changing the shareholders too, to approve the amendment before it is filed. The amendment does not replace the original document. The two are read together.
Disclaimer: FormationHub is not a law firm or an accounting firm, and this article is general information, not legal or tax advice. Filing fees, processing times, and state requirements change. Confirm the current requirements with your state's filing office or the IRS before you file, and talk to a licensed attorney or CPA about your specific situation.
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