What Are Articles of Incorporation and Do I Need Them?
Articles of Incorporation are the legal documents you file with the state to form a corporation. Learn what they include, how to file them, and whether you need them.
Bizee Editorial Staff
Editorial Team
Introduction
Articles of Incorporation are the legal documents you file with the state to form a corporation. If you're forming a C Corp or S Corp, you need them — they're required in all 50 states before your corporation can legally operate. LLCs use a different document called Articles of Organization.
What are Articles of Incorporation?
Articles of Incorporation are formal legal documents filed with a state government — usually the Secretary of State — to legally create a corporation as a separate legal entity. Once the state accepts the filing, your corporation exists as its own legal entity, distinct from you as its owner.
Think of them as your corporation's founding charter — the document that tells the state who you are, what you do, and how your business is structured. They become part of the public record, so accuracy matters.
Corporation's legal name, including a required designator like "Inc.," "Corp.," or "Corporation"
Principal business address
Business purpose — often a broad general-purpose clause is enough
Name and address of your registered agent
Names and addresses of your initial board of directors
Number and types of authorized shares the corporation can issue
Name of at least 1 incorporator who signs and files the articles
Duration of the corporation, if it's not perpetual
Why you need Articles of Incorporation
You need Articles of Incorporation if you're forming a corporation. Without them, the state won't recognize your business as a corporation — which means you can't access the legal protections or tax treatment that come with corporate status. If you're forming an LLC instead, you'll file Articles of Organization, not Articles of Incorporation.
Once your Articles are approved and you receive your Certificate of Incorporation, your corporation is legally recognized. That recognition is what makes the rest possible.
Legal authority to operate as a corporation in your state
Liability protection — your personal finances are separate from business debts
Access to corporate tax treatment, including potential S Corp election
Ability to issue shares and bring on investors
Perpetual existence — the corporation can continue even if ownership changes
How to file Articles of Incorporation
Filing Articles of Incorporation means completing your state's required form and submitting it — along with the state filing fee — to the Secretary of State or equivalent state office. Most states let you file online. The process is the same whether you're forming a C Corp or an S Corp.
Complete the form
Download the Articles of Incorporation form from your state's Secretary of State website. Fill in all required fields — business name, address, registered agent, share structure, and incorporator information. These are legal documents, so proofread carefully before submitting. Errors or missing information will get your filing rejected, and you'll need to refile and pay the fee again.
Appoint a registered agent
Every corporation is required by state law to name a registered agent in its Articles of Incorporation. A registered agent is the person or business designated to receive legal documents and official government notices on behalf of your corporation. Without one listed, the state won't approve your filing.
Submit and pay the state fee
File your completed form with the state and include the required state filing fee. Fees vary by state. Most states accept online filings, which is the fastest route. Once the state reviews and approves your filing, you'll receive a Certificate of Incorporation — the document that confirms your corporation legally exists.
After approval
Once you have your Certificate of Incorporation, your next steps include writing corporate bylaws, holding an organizational meeting, applying for an Employer Identification Number (EIN) with the IRS, and opening a business bank account. Bylaws aren't part of the Articles of Incorporation filing, but they govern how your corporation runs day to day — most corporations need them.
FAQ
No. LLCs don't use Articles of Incorporation. To form an LLC, you file Articles of Organization with the state. Articles of Incorporation are specific to corporations — C Corps and S Corps. The 2 documents serve the same basic purpose (legally creating your business entity), but they apply to different entity types and include different required information.
No, but they're closely related. Articles of Incorporation are the documents you file with the state to form your corporation. A Certificate of Incorporation is what the state sends back to confirm your filing was approved and your corporation legally exists. Some states use "Certificate of Incorporation" as the name for the formation document itself — the terminology varies by state.
Start with the Secretary of State website in the state where your corporation was formed. Most states have an online business-entity search tool where you can look up your corporation by name and access filed documents, sometimes as free downloadable PDFs. Getting an official or certified copy usually requires paying a state fee. There's no single national database — each state maintains its own records.
Download the form from your state's Secretary of State website, complete it with your corporation's required information, and file it with the state along with the required state filing fee. Most states accept online filings. Once the state approves your filing, you'll receive a Certificate of Incorporation confirming your corporation is legally formed.
Articles of Incorporation legally create your corporation as a separate entity from you. Without them, you can't operate as a corporation — which means no liability protection separating your personal finances from business debts, no corporate tax treatment, and no ability to issue shares. They're the foundational document that makes everything else about running a corporation possible.
Yes, if key information changes. If your corporation changes its legal name, registered agent, or share structure, you'll need to file Articles of Amendment with the same state office that accepted your original Articles. Not every internal change requires an amendment — bylaws and board decisions are handled separately — but anything that affects the information in your original filing needs to be updated through a formal state filing.
