Articles of Incorporation

Articles of incorporation make up the basic legal foundation of any corporation.  They give it independent status as a legal entity.  Articles of incorporation are filed in the state of incorporation with the respective state agency charged with overseeing corporate formations.  Articles of incorporation can also be called articles of formation, certificate of incorporation or the corporate charter.

In most states, corporations can be formed by one person.  Corporations like non-profit corporations are required to have three, five or more members.  Delaware is the first state that allowed forming of corporations with a single members.

Although there is no set format for articles of incorporation and although requirements vary from state to state, all articles of incorporations cover the following information:

·         Unique name of the corporation.  The name must include either of these words or their abbreviations: “incorporated”, “limited”, “corporation.”  This signifies that the organization is a corporation with limited liability.

·         Who the members of the corporation are.

·         Address of the corporation.

·         Purpose of the corporation.  Some states require that the specific purpose of the corporation should be stated.  In some other jurisdictions, it is fine as long as “any lawful purpose” is stated as the purpose.

·         How long the corporation will be in existence. It needs to be specified if the corporation’s existence is expected to be permanent or limited for a specific period of time.

·         Whether the corporation is a stock corporation or a non-stock corporation.

·         If it is a stock corporation the number of shares, the corporation can issue.

Specific details about the corporation’s operations are not covered in the articles of incorporation, those nuances are usually dealt with in the corporation’s by-laws.


Inside Articles of Incorporation