What are Articles of Incorporation?

Articles of Incorporation are documents filed with a government body to officially form a corporation. Once a company has legally registered in this way, it is considered incorporated.

This set of documents is sometimes called a company’s “charter,” and it may be known as a Certificate of Incorporation, Articles of Organization, or Certificate of Formation, depending on the state in which it is filed. 

A company needs Articles of Incorporation if it wants to raise money in exchange for shares of company stock, among other reasons. The Articles of Incorporation contain information on the number of common shares authorized for potential distribution. Incorporating also has tax benefits and limits founders’ personal legal liability.

Articles of Incorporation example

Articles of Incorporation vary by state. Generally, a company’s Articles of Incorporation include:

• Information about authorized shares
• The legal name of the company
• The company’s official address
• The business purpose
• A Tax ID number
• The names and contact information of official agents of the company
• The date of incorporation

How to file Articles of Incorporation

Articles of Incorporation are filed with state governments, typically with the Secretary of State. Many companies file in the state of Delaware even if they are doing business in other states, due to tax advantages and a regulatory environment that makes operating in Delaware predictable. Companies must file other business paperwork in the states in which they are doing business, in addition to filing Articles of Incorporation.

Articles of Incorporation have a slightly different name depending on the state. Here are the names of legal formation documents in each state: 

• Articles of Incorporation: Alaska, Arizona, Arkansas, California, Colorado, Florida, Georgia, Hawaii, Idaho, Illinois, Indiana, Iowa, Kansas, Kentucky, Louisiana, Maine, Maryland, Michigan, Minnesota, Mississippi, Missouri, Montana, Nevada, New Mexico, North Carolina, North Dakota, Ohio, Oregon, Rhode Island, South Carolina, South Dakota, Utah, Vermont, Virginia, Washington, West Virginia, Wisconsin, Wyoming
• Articles of Organization: Massachusetts
• Certificate of Formation: Alabama, New Hampshire, Texas
• Certificate of Incorporation: Connecticut, Delaware, New Jersey, New York, Oklahoma, Pennsylvania
• Charter: Tennessee 

Can you amend Articles of Incorporation?

Your company can file an amendment to its Articles of Incorporation. You might amend your charter if you want to increase the number of authorized shares, change the company’s governance structure, or change other information from the original charter.

DISCLOSURE: This communication is on behalf of eShares Inc., d/b/a Carta Inc. (“Carta”). This communication is for informational purposes only, and contains general information only. Carta is not, by means of this communication, rendering accounting, business, financial, investment, legal, tax, or other professional advice or services. This publication is not a substitute for such professional advice or services nor should it be used as a basis for any decision or action that may affect your business or interests. Before making any decision or taking any action that may affect your business or interests, you should consult a qualified professional advisor. This communication is not intended as a recommendation, offer or solicitation for the purchase or sale of any security. Carta does not assume any liability for reliance on the information provided herein.

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