where to file articles of incorporation
in the u s articles of incorporation are filed with the office of the secretary of state in the state where the business chooses to incorporate 1 some states offer more favorable regulatory and tax environments and as a result attract a greater proportion of firms seeking incorporation for example delaware and nevada attract about half of the public corporations in the u s in part because of the state laws that protect their corporations once established the articles become a public record and provide important information about the corporation many states charge filing fees for a business that incorporates in the state whether the business operates there or not a business that is incorporated in one state and is physically located or doing business in another state must register in the other state as well which involves paying that state s filing fees and taxes depending on the state of incorporation a company may pay filing fees ranging from 50 as in iowa arkansas and michigan to 275 as in massachusetts as of 2020 2345 the fees can vary depending on whether the articles of incorporation were filed online or by mail articles of incorporation document requirementsthe articles in the document vary by state but the following items i e articles are typically included most states also require the articles to state the firm s purpose though the corporation may define its purpose very broadly to maintain flexibility in its operations amazon s certificate of incorporation for example states that the corporation s purpose is to engage in any lawful act or activity for which corporations may be organized under the general corporation law of delaware 6other provisions outlined in a company s articles of incorporation may include the limitation of the directors liability actions by stockholders without a meeting and the authority to call special meetings of stockholders each state has certain mandatory provisions that must be contained in the articles of incorporation and other optional provisions that the company can decide whether to include while domestic companies will submit an article of incorporation foreign corporate entities must file a certificate of registration to operate in a given state articles of incorporation vs other documentswhile the articles of incorporation are externally filed formation documents bylaws are more of use to a company when used internally bylaws set the internal processes and organization of how the company should be run bylaws outline the rules and procedures for the management of a company not all states require a company to maintain bylaws though many require a company to formally memorialize the bylaws articles of incorporation are required state filings to form a corporation while llc operating agreements are used exclusively for llcs in addition the articles of incorporation outline the information structure of the company meanwhile operating agreements often outline how internal disputes will be resolved between members or owners an llc operating agreement acts more of a personal protection document than the articles of incorporation a business license often permits a company to operate within a specific jurisdiction or industry it gives the holder the right to start and run a business in the designed geographical location that issues the license the rights granted by a business license are often more specific and niche than the articles of incorporation though similar information may be required for both the articles of incorporation simply legally form an organization and is the highest governing document for a corporation a business plan is an internal document that may be shared with major customers investors or lending institutions that communicates the formal operating plan of a company often a strategic document a business plan is mainly used by internal management as a roadmap for decision making this is in stark contrast of the articles of incorporation which are information only non strategic requirements for legal reasons a company should internally maintain a copy of its articles of incorporation request importance of articles of incorporationa corporation should take care when filings its articles of incorporation as these formation documents carry great significance for starters they are legally required to structure a new business or company the corporation can not form and be recognized by the state as a legal business entity until the forms are registered once a business is incorporated it often has a greater ability to raise capital via stock issuances a corporation cannot sell stock until is incorporated via the filing of its articles of incorporation corporations may also receive more favorable tax treatment compared to individual or personal tax rates in addition there are personal liability considerations for companies being formed individuals are often held liable for a company s obligations until it is incorporated by forming a legal corporation business owners may be shielded from some personal liability for the company s debts this liability protection cannot occur until the articles of incorporation have been filed example of articles of incorporationthe image below captures the first few requirements from the secretary of state form required by the state of washington this form is to be completed and returned to the government agency for review 7some sections simply require a check mark for applicability or a yes no mutually exclusive selection other areas such as the purpose of the corporation require written response as designated by the top of the form this specific article of incorporation document template is for specific use for the formation of non profit corporations the washington state articles of incorporation form ends with the certification section in which an incorporator must certify the information given is correct to the best of their knowledge the incorporator is also required to provide some personal information along with their signature the form above had been filed by parrot foundation a washington nonprofit organization a snipped of parrot foundation s articles of incorporation has been provided below as an example of the dates structure and business purpose a company may request when filing its articles of incorporation 8