Definition: Articles of Incorporation (Corporate Charter)
Articles of Incorporation are the primary legal documents required to incorporate a corporation in the United States. This document establishes the corporation’s existence with the state government and outlines its fundamental aspects, such as its name, address, purpose, and details of its stock. The document is generally filed with the Secretary of State or a similar government entity in the state where the corporation is being established.
Examples
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Tech Innovators Inc.
- When founding Tech Innovators Inc., the company’s founders filed the Articles of Incorporation with the California Secretary of State. The document contained the name of the corporation, its purpose (“to develop and sell innovative tech products”), the number of shares authorized, and the names and addresses of the incorporators.
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Green Energy Solutions LLC.
- Green Energy Solutions LLC filed the Articles of Incorporation in Delaware to benefit from the state’s favorable corporate laws. The document outlined the company’s environmental goals, the initial board of directors, and the company’s main office address.
Frequently Asked Questions (FAQs)
What are Articles of Incorporation?
Articles of Incorporation, also known as a corporate charter, are documents filed with a state government to legally create a corporation. They include essential business details like the corporation’s name, purpose, and structure.
Why are Articles of Incorporation important?
These articles legally recognize the creation of a corporation, providing it with a distinct legal identity. This helps protect the owners’ personal assets from business liabilities and opens avenues for raising capital.
What information is typically included in the Articles of Incorporation?
Common elements include the corporation’s name, purpose, principal office address, the number of authorized shares, the names and addresses of the incorporators, and the structure of its board of directors.
Who must file Articles of Incorporation?
The incorporators, who may be the original founders or their legal representatives, typically file the Articles of Incorporation with the relevant state authority.
Can Articles of Incorporation be amended?
Yes, they can be amended by filing a Certificate of Amendment with the state and complying with any applicable laws and regulations.
What is the difference between Articles of Incorporation and Articles of Organization?
Articles of Incorporation are used for corporations, while Articles of Organization are used to create limited liability companies (LLCs).
Related Terms
Memorandum of Association
In countries following the UK corporate law system, a Memorandum of Association is a document required for the formation of a company. It details the company’s name, purpose, and the limited liability of the shareholders. In the UK, it has been largely replaced by the Articles of Association.
Articles of Association
This document outlines the regulations for a company’s operations and defines the company’s purpose. It also contains key information about the way the company will be run, its internal management, and the relationships between shareholders and directors.
Certificate of Incorporation
This is a legal document issued by the state that verifies the incorporation of a company, typically after filing the Articles of Incorporation and meeting other statutory requirements.
Online References
- IRS: Forming a Corporation
- [USPTO: How to Register an Entity](https://www.uspto.gov/sites/default/files/documents/Business Structuring Guide.pdf)
- Nolo: Articles of Incorporation
Suggested Books for Further Studies
- “Incorporate Your Business: A Legal Guide to Forming a Corporation in Your State” by Anthony Mancuso
- “The Entrepreneur’s Guide to Law and Strategy” by Constance E. Bagley and Craig E. Dauchy
- “The Corporation Handbook” by William R. Bischoff
- “Business Structures” by Michael Spadaccini
- “Handbook for Incorporation” by Inc. Editors of Nolo
Accounting Basics: “Articles of Incorporation” Fundamentals Quiz
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