Articles of Incorporation are a series of papers that establish a corporation’s existence. The articles are filed with the secretary of state or whichever entity in your state handles company filings. The articles become public record and are intended to convey critical information about your business, such as its name, address, contact information, and stock data.
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What exactly are the Articles of Incorporation?
When beginning a company, you have many choices for the sort of business entity you want to create. Most firms start out as sole proprietorships or general partnerships before deciding to incorporate as corporations or limited liability entities (LLCs). Before making a choice, consider which solution would best suit you and your company objectives.
The most enticing advantage of incorporating is the limitation of responsibility. When your papers of incorporation are submitted, your company becomes its own legal entity. This lowers the corporate veil, which protects your personal assets in the case of legal action against your company. LLCs provide the same liability protection as corporations.
Another important factor to consider when deciding on the best organisation for your company is how it will be taxed. Pass-through taxation is used by both LLCs and S businesses, with owners or shareholders declaring gains and losses on their personal tax returns. C companies, on the other hand, pay a fixed 21% corporate tax rate, with profits subject to both corporate and personal taxes.
Depending on your specific scenario, each business structure has pros and cons. Consider your personal marginal tax rate, the number of members or shareholders you want to have, the company expenditures you wish to deduct, the formality of your business structure, and the importance of limited liability protection to you when making your selection.
Articles of Organization vs. Articles of Incorporation
Corporations are formed using articles of incorporation, while LLCs are formed using articles of organisation. Articles of incorporation are often known as incorporation certificates or company charters.
What to Do Before Filing
Each state has different criteria for completing your articles of incorporation. In general, you’ll need to provide:
Before submitting your articles of incorporation, be sure the business name you desire is not already in use. Most states need a corporate identifier such as “Inc.” to be added after your firm name.
A Business Address: This is your primary location and must be a street address. P.O. Boxes are not allowed.
The Goal of the Company: Most states permit a general definition, such as “to participate in authorised activities,” while others demand greater specificity. Before completing this section, review your state’s requirements.
A Registered Agent: A registered agent is someone who has consented to receive service of process on behalf of the company. Registered business entities in all states are required to choose a registered agent. While a company owner may act as their own registered agent, it is generally advised that they use a professional.
Incorporators, Officers, Directors, and Other Members: A person or firm that files articles of incorporation with the state is known as an incorporator. The name, address, and signature of the incorporator are required in most states. Some states additionally demand the names and addresses of the corporation’s directors and other members.
Share Number and Classification: Your articles of incorporation should also contain information about the number of shares your company is permitted to issue, share classes, and the value of each share.
An Effective Start Day: Some states enable you to specify the date on which your firm begins conducting business. When your articles of incorporation are processed, other states will give this date. The date can never be in the past in any situation.
Non-profit requirements: In order to be eligible for 501(c)(3) status, non-profits are usually needed to furnish extra information.
Where Should I File?
When you’re ready, submit your articles of incorporation to your secretary of state or any other state entity that accepts company filings. Make sure you double-check where you should mail your documents. Sending it to the incorrect office will cause the approval process to be delayed.
Do I Need an Attorney to File?
Hiring a lawyer to help you file your articles of incorporation is usually unnecessary. If you do not feel comfortable filing everything on your own, you might get help from services.
How Long Will It Take for My Company to Be Incorporated?
The processing period for your articles of incorporation will vary depending on the state. Turnaround time in Alaska and Hawaii may be as quick as 3 to 4 days, but Delaware might take 4 to 6 weeks.
The estimated wait times for each state are shown below. Many states also provide expedited processing for a price.
15 to 20 business days in Alabama
3 to 4 business days in Alaska
Arizona: 12 to 23 days, with an additional 4 to 9 days if expedited
3 to 5 business days in Arkansas
4 weeks in California, 2 weeks if expedited
3 to 4 business days in Colorado
Connecticut: 15 to 20 business days, with a one-week expedite
Delaware: 4 to 6 weeks, with an additional week if accelerated.
District of Columbia: 15 to 20 business days, expedited: 5 business days
3 to 4 business days in Florida
Georgia: 12 to 15 business days (expedited: 3 to 5 business days)
3 to 4 days in Hawaii
5 to 7 business days in Idaho
Illinois: 20 to 25 business days, with an additional 3 business days if expedited
3 to 4 business days in Indiana
15 to 20 business days in Iowa
3 to 4 business days in Kansas
10 to 12 business days in Kentucky
5 to 7 business days in Louisiana
Maine: 15 to 20 business days, with a one-week accelerated turnaround.
Maryland: 10 business days (or one week if expedited).
5 to 7 days in Massachusetts
Michigan: 15 to 20 business days, with an additional 4 business days if expedited.
5 business days in Minnesota
8 to 12 business days in Mississippi
10 to 15 business days in Missouri
Montana: 15 to 20 business days, with an additional 8 business days if expedited
15 to 20 business days in Nebraska
3 to 5 business days in Nevada
15 to 20 business days in New Hampshire
2 business days in New Jersey
New Mexico: 8 to 10 weeks, 3 to 4 weeks if expedited, 3 business days in New York
North Carolina: 20 to 25 business days, with an additional week if expedited.
15 to 20 business days in North Dakota
10 to 15 business days in Ohio, 1 week if expedited
3 to 4 business days in Oklahoma
3 to 4 business days in Oregon
5 to 7 business days in Pennsylvania
3 to 4 business days in Rhode Island
15 to 20 business days in South Carolina
15 to 20 business days in South Dakota
2 to 3 business days in Tennessee
3 to 4 business days in Texas
15 to 20 business days in Utah
15 to 20 business days in Vermont
3 to 5 business days in Virginia
7 to 10 business days in Washington
15 to 20 business days in West Virginia
10 to 15 business days in Wisconsin, 3 business days if expedited
Wyoming: 15 to 20 working days