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What are articles of incorporation?
Articles of Incorporation are the primary corporate formation documents required to legally create a new corporation in the United States. In plain legal language, this document acts as the corporation’s official “birth certificate.” By customizing this document, you can create articles of incorporation nonfprofit or for-profit corporation in several minutes.
The template articles of incorporation define essential information about a company, including its name, purposes, business address, shares, type of corporation, etc. Having an articles of incorporation template is a first step towards the registration of a corporation. Once it is registered, your corporation gets instant access to an unlimited number of benefits, including bank accounts, stock markets, insurance protection, etc.
The importance of a sample articles of incorporation cannot be overstated, as it is helpful for various purposes:
- First, once the document is filed with the secretary of state, a corporation is officially created.
- Second, it defines key elements of a corporation’s structure.
- Third, your corporation becomes legally recognized for doing business in the U.S.
What should be included in a sample of articles of incorporation?
Creation of articles of incorporation is not an easy task, as it requires attention to detail and full compliance with applicable state registration. Besides that, the sample articles of incorporation nonprofit differ significantly from the same document created for a for-profit corporation. All in all, below we prepared a short guide on how to create articles of incorporation in the U.S. from scratch.
State of Incorporation
Selection of a state for a company’s formation is, by far, the first and the most important step. It not only defines the exact format of a final sample article of incorporation but also the applicable tax regime and benefits.
Depending on the selected state, the document’s title may also differ. For example, articles of incorporation for nonprofit or for-profit corporations in Alabama are named as “Certificate of Formation.” While in the Articles of incorporation California, the document is being named as “Certificate of Incorporation.”
All in all, a good articles of incorporation example includes the full document’s title as per applicable state legislation and the direct reference to the name of a state.
Corporate Name
Another key element for all articles of incorporation templates is a corporation’s name. This is where shareholders and incorporators are able to show their creativity and come up with a distinctive company name. However, we recommend checking in advance the following information:
- Tip 1. Make sure that there is no other company with a similar name already registered in a state where you plan to create your own corporation. To do that, use the free company search available on the official website of every state registrar.
- Tip 2. Avoid inclusion of offensive words or restricted words like “federal,” “state,” “governmental,” or other similar words that mislead or confuse the public. For example, on the California State Registrar’s official website.
- Tip 3. If a corporation will perform any professional activity (e.g., legal, accounting, trustee), make sure its name reflects its professional nature.
- Tip 4. When you create sample articles of incorporation nonprofit, in that case a company’s name should also reflect its nonprofit nature.
Corporation’s Type and Purpose
A sample of an article of incorporation could be of two main types:
- a corporation for profit; or
- a nonprofit corporation.
The main difference between those two types lies in the ability to distribute profit and dividends amongst shareholders. If you need a non profit articles of incorporation template solely for religious, charitable, or scientific activity, in that case the text of a document must also include an IRS statement. This is a standard disclaimer by which founders undertake to not participate in any sort of business activity using a corporation.
Despite a corporation’s type, template articles of incorporation should also state its purpose. Here founders must state one or several key activities a corporation wants to perform. There is no need to list all possible or collateral activities.
Registered Office Address
Every company must have an official business address, and a corporation is of no exception. This address defines a corporation’s location, and this is where all official correspondence from courts, tax authorities, and other state or federal bodies is being sent. You can select any address within a state where a corporation is being registered. It could be your home address, rented office space, or even garage.
If a mailing address differs from a registered address, then the article of incorporation template must reflect the same.
Duration
A solid template articles of incorporation nonprofit or profit shall also reflect the period of time within which a corporation shall operate. Legislation in most of the states provides that a corporation is created for an indefinite period of time, until dissolved by its members or by a state.
However, in states like Kansas, Mississippi, New Jersey, New Mexico, and some others, a corporation’s lifespan should be limited in time. Thus, the articles of incorporation sample must define either a date in the future or a list of events upon the occurrence of which a corporation should be dissolved.
Appointment of Directors
In the case of a template articles of incorporation nonprofit, the daily management of a corporation could be vested into the hands of shareholders or directors. This is something that founders must decide on when drafting this document. If directors shall manage a corporation’s daily affairs, then the text of a document shall define their number, full names, and contact details. The state law does not define the maximum number of directors a founder could appoint. However, the average number is between 1 and 5.
For a sample of articles of incorporation of a for-profit corporation, inclusion of directors is mandatory.
Share Structure
This section is only applicable for a for-profit articles of incorporation template and defines the following important components:
- types of shares to be issued (e.g., common share only or both common and preferred shares);
- par value or nominal value of each share in U.S. dollars;
- list of series of issued shares (applicable only when both common and preferred shares are issued).
How to sign the articles of incorporation template?
After the document is complete, it should be signed to be legally valid. Without signatures, a further registration of a corporation is not possible.
Either the corporation’s founders or other third parties could sign. Founders are individuals or entities who wish to create and run a corporation. In other words, they are future shareholders once the corporation is registered. Incorporators are any other individuals or entities who help to prepare documents and file them for a corporation’s registration. It could be an attorney or any other person acting by virtue of a power of attorney.
The text of a document must reflect the full name of each person who signs this document, along with their signature.
How to customize the articles of incorporation template?
To get a fully customized legal document, follow the instructions given below:
- Click the “Create Document” button.
- Answer simple questions in the form.
- Select a template’s format—a sample of articles of incorporation PDF or Word.
- Make a payment.
- Download, print, sign, and file the document with the state registrar.