Articles of Incorporation
A corporation’s charter that evidences the corporation’s existence. It is a birth certificate that documents the state of incorporation and the name of the corporation. The Articles of Incorporation must conform to state law minimum requirements, and must be filed with the state where the corporation is formed. Additionally, the Articles of Incorporation often state the purpose of a particular corporation, the name of the corporation, the Registered Agent’s name and address, and details involving stock types and amounts that are to be authorized. (Sometimes referred to as a “Certificate of Incorporation”, depending on the state involved)
What Are Articles of Incorporation?
Historically, corporations required legislation. This limited corporations to large enterprises like universities, hospitals, and railroads. Delaware was one of the first states to allow a corporation to be created with just filing a piece of paper with the secretary of state and payment of a filing fee. The articles of incorporation is the initial document that is filed with a Secretary of State’s office, creating the corporation. Certain information is required such as the name of the incorporator, name of the corporation, corporate ending, stock authorization, par value, and a number of optional provisions. It must be filed to start a for profit, non profit, close corporation, or public benefit corporation. Initial corporation filings can have different names depending on which state you are incorporating in. For example, a Delaware corporation’s initial incorporation document is the “Certificate of Incorporation.” In contrast, if you are filing in Florida, the initial incorporation document is called the “Articles of Incorporation.” Using the default template form on the secretary of state’s website can cause problems for your new business, because they do not include optional and recommended additional terms.
What Is a Certificate of Incorporation?
Much like the term “Articles of Incorporation”, a Certificate of Incorporation is the initial document that is filed with the Secretary of State to create a corporation. The initial incorporation document includes certain required information such as the corporations’ registered agent address, the amount of authorized stock the corporation is issuing, and the incorporator. Some states, such as Delaware, allow a corporation to opt into more management favorable provisions, only if they are listed in the Certificate of Incorporation. Examples include the ability to have directors amend bylaws and waive duty of care.