What are certificates and articles of incorporation?

When forming a corporation, one of the first and most essential legal steps is filing your Articles of Incorporation. This document, submitted to the Secretary of State, legally creates your business as a corporation under state law. Along with this filing, you’ll typically receive a Certificate of Incorporation, a separate document that confirms the state has accepted your filing and officially recognizes your corporation. While these two terms are often used interchangeably, they serve distinct purposes and are both vital to your company’s legal existence.

The Articles of Incorporation are the foundational documents that outline the key details of your business. They typically include the corporation’s legal name, its purpose, the name and address of the registered agent, the business's principal office location, the number and type of shares it’s authorized to issue, and sometimes the names of the initial directors or incorporators. Filing these articles formally brings your corporation into legal existence and establishes the framework for its operations and governance. Once your Articles of Incorporation are submitted and approved by the state, you’ll receive a Certificate of Incorporation. This certificate acts as the state’s official acknowledgment that your corporation has been formed. It’s often needed to open a business bank account, apply for business licenses, secure financing, or prove your company’s legal status in various transactions. Think of it as your business’s birth certificate.

To file Articles of Incorporation, you’ll first choose the state in which you want to incorporate, usually where your business operates. Most states provide standard forms for the articles, though some allow you to draft your own. You’ll also need to designate a registered agent to accept legal and tax documents on the company’s behalf. After completing the form and paying the state’s filing fee (which typically ranges from $50 to $300), you can submit it online or by mail. Once approved, the state will issue your Certificate of Incorporation, either in hard copy or electronically. For more details, contact The Center for Financial, Legal, and Tax Planning, P.C. at 997-3436.