Articles of Incorporation
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Articles of Incorporation
Corporate Name
The name of the corporation shall be [____________] (the "Corporation"), organized under the laws of the State of [____________]. The corporate name has been verified as available through a name availability inquiry filed with the Secretary of State and is distinguishable upon the records of the filing office from every other name of an existing entity or a reserved or registered name, as required by Section 4.01 of the Model Business Corporation Act ("MBCA").
The Corporation shall have the right to transact business in any state, territory, or possession of the United States and in any foreign country where it is lawfully qualified. Prior to conducting business in any jurisdiction outside its state of incorporation, the Corporation shall obtain a certificate of authority in accordance with MBCA Section 15.01 and shall maintain compliance with the registration and reporting requirements of each such jurisdiction.
Corporate Purpose
The Corporation is organized for the purpose of engaging in any lawful act or activity for which corporations may be organized under the general corporation law of the State of [____________], as permitted by MBCA Section 3.01. The Corporation shall possess and may exercise all powers and privileges granted by applicable law, its Articles of Incorporation, and its Bylaws, together with any powers incidental thereto, insofar as such powers are necessary or convenient to the conduct, promotion, or attainment of the Corporation's business purposes.
Nothing in these Articles shall be construed to limit the Corporation's authority to engage in any lawful business activity, whether or not related to its initial or primary line of business, or to restrict the Corporation's capacity to enter into contracts, incur obligations, or exercise any power that a natural person or other legal entity could lawfully undertake within the jurisdiction of incorporation.
Registered Agent
The street address of the Corporation's initial registered office in the State of [____________] shall be [____________], and the name of the Corporation's initial registered agent at such address shall be [____________]. The registered agent is an individual resident of the state who has provided written consent to serve in such capacity, or is a domestic or foreign entity authorized to transact business in this state, as required by MBCA Section 5.01.
The Corporation may change its registered agent or registered office by filing a statement of change with the Secretary of State in the manner prescribed by MBCA Section 5.02. The Corporation shall continuously maintain a registered agent and office within its state of incorporation for service of process, notices, and demands as required by law.
Authorized Shares
The total number of shares of capital stock that the Corporation is authorized to issue is [____________] shares, consisting of [____________] shares of Common Stock with a par value of [$__________] per share, and [____________] shares of Preferred Stock with a par value of [$__________] per share. The Board of Directors is expressly authorized, pursuant to MBCA Section 6.02, to establish one or more series of Preferred Stock and to fix the designation, powers, preferences, rights, qualifications, limitations, and restrictions thereof, including dividend rights, conversion rights, voting rights, redemption terms, and liquidation preferences.
All shares of Common Stock shall be equal in all respects and shall entitle the holder thereof to one (1) vote per share on all matters submitted to a vote of the shareholders, subject to any preferential or special voting rights established for any series of Preferred Stock. The Corporation shall not issue fractional shares; in lieu thereof, the Board may authorize payment of cash equal to the fair market value of such fractional interest.
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Incorporator
The name and address of the incorporator executing these Articles of Incorporation is: [____________], [____________]. The incorporator certifies that the facts stated herein are true and correct to the best of the incorporator's knowledge, information, and belief, and that this instrument is the act and deed of the incorporator, executed for the purposes described herein.
The incorporator shall serve until the initial Board of Directors is elected or appointed and qualified. Until such time, the incorporator shall possess authority to take all actions necessary to complete the organization of the Corporation, including adopting initial Bylaws, appointing initial directors, and authorizing the issuance of shares, as contemplated by MBCA Section 2.05.
Board of Directors
The initial Board of Directors shall consist of [____________] director(s). The names and addresses of the persons who shall serve as directors until the first annual meeting of shareholders or until their successors are duly elected and qualified are set forth on Exhibit A. Directors need not be shareholders or residents of the state of incorporation unless required by the Bylaws.
The number of directors constituting the entire Board may be increased or decreased by amendment to the Bylaws, provided that no decrease shall shorten the term of any incumbent director. The Board shall manage the business and affairs of the Corporation in accordance with MBCA Section 8.01 and shall have all powers conferred by law, these Articles, and the Bylaws.
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Indemnification
The Corporation shall indemnify, to the fullest extent permitted by the MBCA, any person who was or is a party to any threatened, pending, or completed action, suit, or proceeding by reason of the fact that such person is or was a director, officer, employee, or agent of the Corporation. The Corporation shall advance expenses incurred by a director or officer in defending any such proceeding upon receipt of an undertaking to repay such amounts if it is ultimately determined that indemnification is not warranted, as provided in MBCA Sections 8.53 and 8.54.
No director shall be personally liable to the Corporation or its shareholders for monetary damages for breach of fiduciary duty, except for liability arising from (i) breach of the director's duty of loyalty, (ii) acts or omissions not in good faith or involving intentional misconduct or knowing violation of law, (iii) unlawful distributions under MBCA Section 8.33, or (iv) any transaction from which the director derived an improper personal benefit.
Duration
The Corporation shall have perpetual existence unless dissolved in the manner provided by law, by action of the Board and shareholders as set forth in these Articles and the Bylaws, or by judicial decree under MBCA Section 14.30. In the event of voluntary dissolution, the Board shall adopt a resolution recommending dissolution, directing submission to the shareholders for approval by the affirmative vote required under MBCA Section 14.02.
Upon dissolution, the Corporation shall wind up its affairs, pay or adequately provide for all known debts and obligations, and distribute remaining assets to shareholders in accordance with their respective rights and preferences as set forth in these Articles and the MBCA. The Corporation shall file articles of dissolution with the Secretary of State upon completion of the winding-up process.
Amendment
These Articles may be amended in any manner permitted by the MBCA. The Board may propose amendments for submission to the shareholders, who may adopt such amendments by the affirmative vote of a majority of all votes entitled to be cast, or such greater vote as required by these Articles, pursuant to MBCA Section 10.03.
Any amendment that would adversely alter the rights, preferences, or privileges of the holders of any outstanding class or series of shares shall require approval of the holders of a majority of such class or series, voting as a separate voting group, as contemplated by MBCA Section 10.04. The Board may amend these Articles without shareholder action only in those limited circumstances authorized by MBCA Section 10.05.
Governing Law
These Articles of Incorporation and the internal affairs of the Corporation shall be governed by and construed in accordance with the laws of the State of [____________], including the MBCA as adopted and amended in such state, without regard to principles of conflict of laws. The Corporation shall comply with all applicable provisions of the MBCA and any other statutes, rules, and regulations governing domestic corporations in the state of incorporation.
Any action or proceeding arising out of or relating to these Articles or the governance of the Corporation shall be brought exclusively in the state or federal courts located in [____________] County, State of [____________], and the Corporation and its shareholders irrevocably consent to the jurisdiction and venue of such courts for purposes of any such action or proceeding.
What Is a Articles of Incorporation?
Articles of incorporation, called a certificate of incorporation or corporate charter in some states, are the foundational legal document filed with the Secretary of State to create a corporation as a separate legal entity. Once the articles are filed and accepted, the corporation legally exists and can own property, enter contracts, sue and be sued, hire employees, and issue stock in its own name. Filing the articles is the act of incorporation itself: until they are accepted by the state, the business is not a corporation and its owners do not enjoy the liability protection that incorporation provides.
The articles establish the corporation's core identity: its legal name (which must include a corporate designator such as Inc., Corp., or Incorporated and be distinguishable from existing entities), its registered agent and registered office for service of process, its authorized shares and any par value, its business purpose, and the name and signature of the incorporator who files the document. Corporations electing C-corp or S-corp tax treatment file the same articles; the tax election is a separate IRS step (an S-corp election is made on IRS Form 2553) and is not part of the articles themselves.
Articles of incorporation are distinct from articles of organization, which form a limited liability company rather than a corporation. They are also distinct from corporate bylaws: the articles are a short public document filed with the state that brings the corporation into existence, while the bylaws are a longer internal governance document, not filed with the state, that sets out how the corporation is run. After the articles are filed, the corporation should promptly adopt bylaws, appoint directors, and hold an organizational meeting to complete formation.
Maintaining the corporation as a separate entity is what preserves the corporate veil that shields shareholders from personal liability for corporate debts. Filing accurate articles is the first step, but the protection depends on ongoing formalities: keeping corporate and personal finances separate, holding required meetings, and filing annual reports. Nonprofit corporations seeking federal tax exemption must include specific IRS-required language in their articles, including a purpose clause limited to exempt purposes and a dissolution clause dedicating assets to another exempt organization, to qualify for 501(c)(3) status.
Why You Need a Articles of Incorporation
You are starting a business and want to form a corporation to obtain limited liability protection, raise capital by issuing stock, and establish a separate legal entity distinct from its owners.
A startup needs to incorporate, often in Delaware, before raising venture capital or issuing equity to founders and early employees, and must file articles that authorize enough shares for the planned cap table.
You are converting a sole proprietorship or partnership into a corporation to formalize the business, protect personal assets, and create a structure that can outlive its founders.
A group is forming a nonprofit and needs articles containing the specific IRS-required language to support a later application for 501(c)(3) tax-exempt status.
An existing corporation needs to file articles in a new state or restate its charter, and wants a clean, state-compliant document covering name, registered agent, shares, and purpose.
Key Sections in a Articles of Incorporation
Corporate Name and Designator
States the exact legal name of the corporation, which must include a required corporate designator such as Incorporated, Corporation, Company, or an abbreviation like Inc. or Corp., and must be distinguishable from every other entity registered in the state. Most states let you check name availability and reserve a name before filing.
Registered Agent and Office
Names the registered agent, an individual or company with a physical address in the state of incorporation who is authorized to receive legal process and official mail on the corporation's behalf. A valid registered agent and in-state registered office are mandatory in every state.
Authorized Shares and Par Value
Specifies the number of shares the corporation is authorized to issue and, where applicable, the par value per share and the classes of stock (such as common and preferred). Authorized shares set the ceiling on how much stock can be issued; the figure can affect state filing fees and franchise taxes, so it should be chosen deliberately.
Business Purpose
States the purpose for which the corporation is formed. Most states accept a general-purpose clause permitting any lawful activity, but professional corporations and nonprofits often must state a specific purpose. Nonprofits seeking 501(c)(3) status must use IRS-compliant purpose language.
Incorporator and Initial Directors
Identifies the incorporator who signs and files the articles, and, in some states, the initial board of directors. The incorporator need not be an owner or officer; their role is simply to execute the formation filing.
Optional and Nonprofit Provisions
Covers optional clauses such as director liability limitation, indemnification, and duration, plus the mandatory nonprofit provisions: a purpose clause limited to exempt purposes and a dissolution clause dedicating remaining assets to another exempt organization, both required for federal tax exemption.
Articles of Incorporation Legal Requirements
Articles of incorporation must be filed with and accepted by the Secretary of State (or equivalent agency) in the state of incorporation; the corporation does not legally exist until the filing is accepted.
The articles must designate a registered agent with a physical address in the state of incorporation to receive service of process and official correspondence.
The corporate name must include a permitted corporate designator and be distinguishable from other entities on the state's records.
Filing requires payment of the state filing fee, which typically ranges from roughly $50 to $500 depending on the state and, in some states, on the number of authorized shares.
Nonprofit corporations seeking federal tax exemption must include a purpose clause limited to exempt purposes and a dissolution clause dedicating assets to another exempt organization, as required by the IRS for 501(c)(3) recognition.
Common Articles of Incorporation Mistakes to Avoid
Choosing a corporate name that is not distinguishable from an existing entity or omitting the required designator (Inc., Corp., or Incorporated), which causes the Secretary of State to reject the filing.
Authorizing an arbitrary number of shares without considering that share count and par value can drive up state filing fees and annual franchise taxes, particularly in Delaware.
Listing a registered agent without a valid physical street address in the state of incorporation, or naming an agent who has not agreed to serve, which can invalidate the filing or cause missed legal notices.
Confusing articles of incorporation (for corporations) with articles of organization (for LLCs), and filing the wrong document for the chosen entity type.
For nonprofits, omitting the IRS-required purpose and dissolution language, which forces an amendment later and can delay or jeopardize 501(c)(3) tax-exempt status.
Frequently Asked Questions About Articles of Incorporations
What are articles of incorporation?
What should be included in articles of incorporation?
How do I file articles of incorporation?
How much does it cost to file articles of incorporation?
What is the difference between articles of incorporation and bylaws?
Can I write my own articles of incorporation?
What states are best for incorporating?
What is the difference between articles of incorporation and articles of organization?
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