Articles of Incorporation
The fundamental corporate organizing document are the Articles of Incorporation (know in some states as the Corporate Charter or Certificate of Incorporation). A corporation comes into existence when the Articles of Incorporation are filed with the state corporate filing office, usually the Division of Corporations.
Generally, the filing of articles is the only legal filing necessary to create a corporate entity. However, you should follow up after filing articles by adopting bylaws, holding the first meeting of directors, electing office holders, and issuing stock to the shareholders. These steps make sure the legal organization of a corporation is complete.
The articles normally contain basic information:
- name of the corporation
- names and addresses of its directors
- registered agent and registered office address
- corporation’s capital stock structure
The mandatory information is usually defined in a section of the state Business Corporation Act (BCA).
Optional provisions are allowed within the articles (for example classes of stock, voting rights, special corporative offices, etc.).
After filling the articles with the Divisions of Corporations, the corporation will become a legal entity as soon as they are approved. There most common reason for disapproval is the usage of a name that is already in use, so you should first research for a unique name, eventually reserve it.
Most of the states provide standard forms for the articles of incorporation, except Iowa and Nebraska where you should consult an lawyer (incorporation expert) for providing you an appropriate template, eventually customized for your needs.
