Articles of Incorporation, also referred to as a certificate of formation, is the document necessary to form a corporation. Articles of Incorporation are filed with the secretary or department of state where the corporation is organized. A representative of the corporation may print fill-in-the-blank articles of incorporation from the department or secretary of state website, or call to have articles of incorporation sent by mail.
A corporation's legal name must be contained in the company's articles of incorporation. The name of the corporation cannot be too similar to an existing business that operates in the same state. The legal name of the corporation must not include a phrase that suggests the company has an affiliation with a government agency, or a bank. Words such as "company," "corporation," "limited," "incorporated" or the appropriate abbreviation, must be used in the legal name of a corporation.
Incorporators And Directors
The name and address of each person responsible for preparing and filing the corporation's documents with the state must be listed in the articles of incorporation. This person responsible for filing a corporation's formation documents is known as the incorporator, who are required to sign the company's articles of incorporation. The name and address of the corporation's initial directors may be required in the company's Articles of Incorporation, depending on the state where the corporation is formed. Until directors are selected, incorporators have the authority to manage a corporation's affairs, according to the Citizen Media Law Project website.
Read More: How to Add Directors to a Corporation
The name and address of a corporation's registered agent must be contained in the Articles of Incorporation. A corporation may act as its own registered agent if it has an office in the state where the corporation is formed. Registered agents are required to maintain a physical residence in the company's state of incorporation. A corporation's registered agent may be a business, or a person that has reached the age of 18. Registered agents have the responsibility of accepting a corporation's tax and legal documents from the state, as well as lawsuit paperwork served against the corporation.
A corporation must list the purpose for forming the corporation. A corporation may state that the company is organized to engage in any "lawful activities." This type of general language prevents a corporation from narrowing its business activities, especially if the company expands into other industries, as explained by the Citizen Media Law Project website.
The number of shares a corporation has the authority to issue must be listed in the company's Articles of Incorporation. Furthermore, the corporation may be required to list the number of shares actually issued to shareholders. The class of stock and the value of each corporate share must be listed in the corporation's articles of incorporation. A shareholder's ownership interest in a corporation is equal to the number of shares owned by the shareholder.
Christopher Carter loves writing business, health and sports articles. He enjoys finding ways to communicate important information in a meaningful way to others. Carter earned his Bachelor of Science in accounting from Eastern Illinois University.