Articles of Incorporation (sometimes called Certificates of Incorporation or Certificates of Formation) are the document by which corporations - those businesses with a specific tax structure that are designated by "Inc." or "Corp." - are established, state by state.
In order to begin any official corporation in any state, the incorporators must let the local government of that state know that they plan to do business there and that they would like to apply as a corporation there. Many companies opt to form corporations in order to run their business. With a corporation, both the business structure as a whole (the company) and the people that own the corporation (called stockholders for profit-oriented corporations) are taxed separately.
A corporation is different than a limited liability company (also called an LLC) because of a few different elements, a big one being tax structure. LLC's are taxed just once, at the individual level (this is called pass-through taxation), instead of being taxed at the company level and also at the individual level. LLC's also have more flexibility in their management structure. There are also some other differences in terms of how profits and losses are treated between the two corporations and who may maintain ownership of each.
Every state has different requirements for the contents of the Articles of Incorporation and most states also have unique filing requirements that must be met to properly establish a new corporation. The Articles of Incorporation is not generally a very complicated document. There doesn't need to be too much information already established about how the corporation plans to do business. The only real requirements for Articles of Incorporation across most states are that the document sets out basic information about the new corporation like the corporation's name, address, registered agent, incorporator information and basic structure.
Articles of Incorporation do vary immensely across states, however, so make sure the correct state of business is chosen for the corporation.
How to use this document
This document can be used for incorporators (or just one incorporator) that have decided to form a Corporation. These Articles of Incorporation will help compile all the information needed in the specific state where the corporation will be doing business. Be aware, however, that some states have extra requirements for their Articles of Incorporation filing, such as the accompaniment of a cover letter or an extra consent form. This means that while this document will be what is needed for the actual Articles of Incorporation, additional documents may be required to complete the formation of the new corporation, which are not provided here. Before attempting to complete any filing for the Articles of Incorporation, check the requirements of the corporation's specific state carefully.
In this document, the form filler will enter the identifying details of the corporation such as name and address. The form filler will also be able to choose whether the corporation will be a for-profit or nonprofit, and in certain states, will be able to enter whether the corporation is a professional corporation, made up of members who are subject to professional regulations in their careers (like physicians or attorneys). If the corporation is a Professional Corporation (also sometimes called just a PC), the structure of the document may change a bit to ensure that it continues meeting all necessary requirements.
Articles of Incorporation are subject to the laws of individual states. There is no one federal law covering the requirements for Articles of Incorporation. This is because each individual state governs the businesses formed within that state.
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