Filing Articles of Incorporation

In United States there are various types of business entities as a Sole Proprietorship, Partnership (General or Limited Partnerships), Corporations ("C" Corporations and "S" Corporations) and Limited Liability Company (LLC). Of all the types of business entities Corporations and Limited Liability Companies are the two types of entities which are incorporated. It means that they have a separate legal entity which is different from its members and they may acquire real property and enter into contracts on there own. They are responsible for there own acts, liabilities and obligations.

Both the entities need to get registered and this registration is done by filing a document to the state authorities. For forming a Limited Liability Company (LLC) the document which is to be filed is known as Article of Organization. In the case of a Corporation the document which is filed is known as Articles of Incorporation. In some states it is called as Certificate of Incorporation orCharter.

The first step to form a corporation is to choose an available name for the business that complies with the states corporation rule than to appoint the directors of the corporation who will than file the document called as article of incorporation along with the required fees (the fees depends on the state in which corporation is to be incorporated) after which the first directors create the bylaws which lay out the operating rules for the corporation.

Than the first meeting of the directors is held after which the shares are issued to the initial shareholders of the corporation in accordance with the regulations of Securities and Exchange Board unless and until the corporation is exempted to follow the same.

So filing of articles of incorporation is done after the corporation selects a name and appoints the directors. This is the main document which is to be filed for the incorporation. This is to be filed with the Department or Secretary of State's office, located in the capital of the state. The minimum number of owner required by all the states is one. The article is signed by the owner if there is one owner or by all the owners if there are multi owners or the owners may appoint a person to sign the document.

What are the Articles of Incorporation:-

articles of incorporation are the charter document for the corporation which establish the basic existence of the corporation and contains certain basic information about the business. Once filed and approved by the state, the articles of incorporation legally create the corporation as a registered business entity within the state.

The Articles of Incorporation contains the details as

• The name and address of registered office of the corporation (the principle place of business)

• The corporate purpose of the corporation (the corporate purpose is framed by using wide terms as "to engage in any lawful activity," in order to avoid limiting the corporation's business prospects)

• Name and address of the corporation's registered agent, who will be authorized to physically accept delivery of certain legal documents (including lawsuits) on behalf of your corporation.

• The Details of the Stock as the authorized share capital, classes of shares and value of each share.

The Articles need to be signed before they are filed.

Articles also identify the incorporators of the entity who will carry out the procedure of incorporation and file the article with the authorities. They have to sign the articles before filing it. If the articles name the directors they need to sign it before filing.

Writing Article of Incorporation:-

The Articles need not be complicated and extensive. It must contain all the basic information about the company. Article can be formed by an experienced business attorney or it can be prepared by the person himself. There is a form available on the web-site of Secretary of State which needs to be filled. The articles of incorporation contains the primary rules governing the corporation.

The Articles generally provides the information as the name of the company, the object with which it is formed, the address of the registered office of the company where the legal papers can be served, the authorized share capital of the corporation, the name of the incorporators who are going to sign the articles etc.

The Articles differ from corporation to corporation; it also differs from state to state.

It contains only some basic information about the corporation and does not go into the details of corporations operations.

Basically it does not contain any details about the internal regulations of the company.

For the internal regulations the corporation needs to have By-Laws.

Filing of Articles of Incorporation:-

After the articles of incorporation are written and signed, they are to be filed with the Secretary of State Office (or similar state agency that handles business registration). In all states, the filing of the articles of incorporation requires the payment of a filing fee -- ranging anywhere from $35 to $300, depending upon the state of incorporation. In some states, the filing fee varies if the new corporation is a non-profit rather than a traditional (for-profit) corporation.

Sample of the Article of Incorporation for the various States in United States:-

The various states in United States have different guidelines for the drafting of Articles of Incorporation. Here is the link which shows sample Article of Incorporation for the various states.

Conclusion:-

Every Business entity in the United States which is to be formed as a Corporation has to register itself by filing Articles of Incorporation. Articles of Incorporation containing the details of the name of the corporation, the object with which it is formed, the address of the registered office, the name of the incorporators, the details of the authorized share capital etc. So basically it contains all the basic information about a corporation unlike the internal regulations contained in By-Laws. These Articles of Incorporation is than signed by the incorporators or the directors. And the signed articles along with the required fees is than filed with the Secretary of State Office (or similar state agency that handles business registration).

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