A Comprehensive Guide To Articles Of Incorporation

By Indeed Editorial Team

Published 29 September 2022

The Indeed Editorial Team comprises a diverse and talented team of writers, researchers and subject matter experts equipped with Indeed's data and insights to deliver useful tips to help guide your career journey.

A company that is legally permitted to do business requires to file an articles of incorporation form. This is an essential document for any organisation that wishes to declare itself a proper business entity. Understanding the articles of incorporation can serve as a guideline for how a company plans to operate into the future. In this article, we discuss what the documents are, share their importance, explain their components and show how to file them.

What Are Articles Of Incorporation?

Articles of incorporation are a set of legal documents that a company files with a government body to document the establishment of a given corporation officially. Also known as a certificate of incorporation, articles of association and corporate charter, this document is a public record that allows the general public to explore any information regarding the company. This legal document contains general information about the corporation, that includes its business name, address and other essential information.

It is the primary document of authentication of the company, and the Registrar of Companies (ROC) issues this document. A company files the certificate of incorporation in the same state as that of the state of operations of the organisation. After a company gets its business licence, it becomes eligible to file the certificate of incorporation form, which may vary based on the type of corporation, size of the company and location of primary operation.

Related: What Is A Shareholder? (With Rights And Responsibilities)

What Is The Importance Of The Certificate Of Incorporation?

The certificate of incorporation makes the business a legal entity. Here are some other reasons to file a certificate of incorporation:

  • Creates an official record. A certificate of incorporation deems the organisation official, which becomes useful if the company faces a legal dispute with its shareholders, co-founders or creditors. For instance, if the business has multiple owners, the certificate of incorporation provides clarity on the equity split, allowing you to determine how much each owner gets.

  • Gets liability protection. Through the certificate of incorporation, businesses get liability protection or limited liability, which is beneficial when a company goes bankrupt, or someone sues the company.

  • Helps to raise capital. Businesses can raise capital and sell their stocks at an accelerated pace once the organisation becomes a corporation.

  • Gain the investors' confidence. Having an official certificate of incorporation makes it easier to find investors for the business since they feel more confident about the company's status. It becomes possible to not only protect the shareholders due to limited liability but also issue shares of stock legally.

Related: What Are Shares Outstanding? (Definition And Calculation)

What Are The Elements Included In The Certificate Of Incorporation?

The certificate of incorporation that a business files includes several pieces of information essential for creating the business's status as a legally operating organisation. The contents may vary from one state to another, which is why it is essential to check the filing requirements of the location of the company's registered office. Some of the common elements of the certificate of incorporation include:

Corporation type

You can understand the type of corporation generally when a business first files for its state business licence and selects a name. Then, companies can choose their corporation type based on the size of the business. Some examples may include limited liability companies, sole proprietorships, partnerships, private limited companies, public limited companies, one-person companies or non-profit organisations. Whichever type of corporation a business is, the certificate of incorporation may include information about how each works.

Related: What Is A Private Limited Company? A Complete Guide

Name of the company

The certificate of incorporation includes the company's name exactly as it had filed during its establishment. The legal name of an organisation might have an identifier, such as Co., Inc, Corp. or LLC. For example, the name of a financial organisation may be Alamira Finances, Inc.

Contact details

Another critical detail businesses include in the certificate of incorporation is the contact information of the company. This includes the phone number, address and other essential contact details associated with the business. It is important that the address of the company matches the location where they file the certificate of incorporation.

Contact specifics of registered agent

The registered agent is responsible for handling all the legal documents on behalf of the business owners. While some companies only choose attorneys for this position, some may even assign it to professionals who are not lawyers. It is a common practice to provide the contact details of the registered agent, such as their name, address and signature.

Reason of incorporation

The certificate of incorporation often asks a business to disclose the reason behind its inception. Some companies choose not to provide the specifics so that they might maintain flexibility regarding the services they offer and the products they create. It may also require more specific details about the company's services and goods.

Related: What Is A BIS Certificate? A Comprehensive Guide

Details about officers, directors and operating managers

The certificate of incorporation might also include details about the officers, primary directors and operating personnel of a business. It also includes information about the operating personnel that have high-level authority in the establishment. For example, these individuals can be directors who company shareholders elect to handle the direct strategy and planning. It can also be chief officers, such as the treasurers, executive officers and financial officers, who the company's directors appoint to maintain the daily business operations of the establishment.

Related: What Are Company Titles? (With Examples And Descriptions)

Information about shares and signatures of incorporation

The certificate of incorporation enables certain corporations to offer information about the details of the shares that the business issues. This helps the organisation to provide details such as the class and number of shares. The certificate of incorporation also asks for the signatures of the incorporators, as they are the ones who complete the form and file it for the respective business.

Related: What Is Revenue? Definition, Types, Examples And More

How To File For The Certificate Of Incorporation

After filing for their business licence, a company might start the process of collecting and filing the documents required for the certificate of incorporation form. Here are some steps that you may follow while filing the certificate of incorporation:

1. Gather crucial information and complete the form

Gather all the necessary information regarding the company before you start with this process. This includes the name and address of the business along with the information of the registered agent, shareholders and directors and also any details about the class and number of shares the company might offer. Download the form and fill in all the details based on the requirements of the corporation.

2. Do a thorough check and sign

Review all the information in the certificate of incorporation form and look for any spelling mistakes or errors in the details. The business owners can either sign and file it in person or have the registered agent do it on their behalf, as per the regulations of the primary location where the business operates. If you wish to make any changes to the form, you can consider implementing these edits or modifications.

Related: 10 Useful And Important Digital Signature Certificate FAQs

3. File the form with all required information

Once you have thoroughly reviewed the documents and all the parties have signed the certificate of incorporation form, submit it according to the regulations of the primary location where the company is operating. Provide all the required documents and pay the filing fee. These documents also include payment information and any identification proof issued by the government.

4. Generate copies

After the regulatory authorities approve the business's certificate of incorporation, you can keep the files in the organisation's records. You can also make digital copies and hard copies for safekeeping. There are also some other documents that might be useful along with the certificate of incorporation, such as waiver of notice, meeting minutes, corporate bylaws, shareholder meetings and stock certificates. Consider creating additional copies and distributing them amongst the registered agents, directors, incorporators and officers of the company.

Please note that none of the companies, institutions or organisations mentioned in this article are associated with Indeed.

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