Researching the Requirements in Your State
Determine which state office controls corporation filings. Each state handles corporate filings differently. The first thing you need to do is figure out which office in your state’s government controls corporate filings. It will usually be the Secretary of State, although in some places it will go by a different name. If you do a simple online search for “articles of incorporation” and your state’s name, you should find it pretty quickly. In Massachusetts, the office is called the Secretary of the Commonwealth. In Maryland, corporate filings are handled by the State Department of Assessments and Taxation. In Arizona, the Arizona Corporation Commission oversees corporate work.
Read your state’s incorporation requirements. Once you have the correct office, read your state’s requirements for creating your corporation. In most cases, this is a fairly simple process of completing the Articles of Incorporation and then submitting them for filing.
Figure out the filing fee. The filing fee for Articles of Incorporation will vary from state to state, and will vary depending on whether you are creating a non-profit corporation or a for-profit corporation. Fees can range from less than $100 to around $1,000. Check with your individual state for more information.
Take care of the preliminary steps for incorporation. You need to make a few important decisions and take care of some initial work before you are ready to complete the Article of Incorporation. Your state’s Secretary of State office, or a qualified corporate attorney, will be able to let you know all the requirements. In nearly every state, you will need to name officers, install a board of directors, and develop a set of by-laws for the corporation. This is all information that you will need in order to submit your Articles of Incorporation.
Completing the Required Paperwork
Consider consulting with an attorney. Starting a corporation is a legal matter, and it would make sense to enlist the help of an experienced attorney. Even if you just want to have someone to ask questions or review the paperwork, getting an attorney is a good investment in the future of your corporation.
Fill out the company name. In most states, you will not be allowed to have a duplicate name of an existing company or corporation, so make sure you research this before filing. When writing your business name, ensure that you follow the name with the correct identifier, such as Inc., LLC, or Corp. Most Secretary of State’s offices will have an online search tool that will help you search for allowable names.
Name a registered agent and include a registered address. This section of the articles of incorporation provides a business contact and a legal address. The registered agent is, at a minimum, someone who will accept mail or legal service on behalf of the corporation during normal business hours. A registered agent could be an officer or director of the company, or you could list an affiliated party as an agent. The address of the registered agent must be a physical address and not a P.O. Box number. Many corporations choose to name a registered agent that is not directly affiliated with the corporation. There are some commercial companies that provide registered agent services: they will accept legal service and forward mail to the company's operating address. Choosing a professional registered agent of this type can also insulate your company from prying investigations. Because the intent of the registered agent requirement is to be able to deliver legal service during business hours, you most likely will not provide your home address. The person named and the address given must be available at all times during normal business hours.
Fill out the company's physical address. This may or may not correspond with the address of the registered agent. For example, if you are incorporating in one location, but are physically located in another, you will need to provide a legal address of the company, as well as a legal address of the agent.
Name and list the incorporator(s). The incorporator is the person filing the articles of incorporation. Most states require a legal address for the incorporator as well as a signature. The incorporator may be, but is not required to be, an officer of the corporation. The incorporator's function typically ends with the filing of the articles of incorporation. He or she does not retain any ongoing responsibility with the corporation solely as incorporator. (If the incorporator is also an officer, then obviously the relationship will continue.) In many cases, a lawyer may be the incorporator. If so, the lawyer serves the purpose of physically drafting and filing the articles of incorporation, but then does not continue to hold an office in the corporation.
Identify a director, or directors, of the company or corporation. Check with your state for guidelines. Some states require a listing of all business directors, while others need only one main director listed. In some states, the director may be the same as the incorporator.
State your business’ purpose. This is a statement, to be mapped out in general business language, which defines what your company is and how your business will operate. Be careful not to be too specific in stating your purpose. In many states, simply saying that your purpose is, “To engage in any lawful corporate activity in this state,” may be good enough. If you wish to be more specific, you should at least allow for expansion, and include the phrase, “... and to conduct any other business that is lawfully allowed of a corporation in this state.”
Fill out your number of authorized stock shares. This will indicate how many shares of stock are issued and the breakdown and percentages of stocks held by shareholders. For instance, as a business owner, you may own full shares of stock, or it may be split with other directors within the company.
Determine a par value of stocks. Not all states require this, but you may have to fill this section out in your state. The par value of stock states the minimum starting value of shares. This is set up so that a stock cannot be sold for less than the par value initially appointed to it.
Submitting the Forms
Sign the Articles of Incorporation before filing. At least one incorporator needs to sign the Articles of Incorporation. In some states, if you have multiple incorporators, you will need to get all of them to sign and represent their addresses.
Determine how you will file. In some states, you are directed to file the Articles of Incorporation in person. In other states, you may file by mail, fax, or even online. Check with your secretary of state’s office to make sure you file correctly.
Prepare the filing fee. Find out from the Secretary of State’s office what form of payment is acceptable. Make sure that you have the full payment, in the proper form, when you submit your paperwork for filing.
Keep copies for your records. Although the filing with the Secretary of State will become the official source for any conflicts that may arise in the future with your new corporation, you should keep a copy of the papers that you file. Especially if there is a problem with the initial filing, you won’t want to have to complete the process over again.
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