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Note: This is general legal information intended only to
inform the reader. If you need legal advice, you should hire an
attorney. See entire
Disclaimer.
1. Corporation Name.
Write in the name of the corporation. When choosing a name for your corporation,
you should consider the attributes that make a corporate name a good one:
uniqueness, market appeal, appropriateness for a wide range of products and
services, etc. This is not an easy task, but start with uniqueness, as this
would make it unlikelier that someone else has already taken the name. One
more thing: most states require that a corporate name end with the words
"Corporation", "Incorporated" or an abbreviation of these words, "Corp." ,
"Inc." Do not forget this important detail. Example:
FlexOne, Inc.
2. Incorporation Purpose and State.
Generally, you can incorporate three types of corporations. Most entrepreneurs
are in business to make a profit. If you are one of them, and you are not a
professional (see below), you are probably looking to create a general
for-profit corporation. This articles of incorporation sample refers to such
corporation.
You can also incorporate for non-profit purposes under special
IRS and state rules. Generally the entity must be organized to meet a public
interest in education, science, charity, religion, etc. The articles of
incorporation for a non-profit corporation contain specific language, which
indicates that the corporation is organized for non-profit purposes.
If you are a professional (e.g., doctor, lawyer, accountant,
architect, engineer), most states require you to incorporate under special rules
applicable to professionals and professional corporations. Specific language in
the articles of incorporation is generally required to indicate that the
corporation is a professional corporation.
Write in the state where you want to incorporate your business.
The laws are different among the states. For example, some states offer better
tax arrangements while others may offer less restrictive operational or
reporting requirements. However, it is clearly much easier to operate a small
business that is incorporated in the state where the business' main activity is.
This is probably why most people incorporate their small businesses in the state
where the business is located.
3. Corporation Registered Agent.
The registered agent is a person authorized
and required by law to receive legal papers from the state or third parties on
behalf of your corporation. The address listed here must be in the state of
incorporation. Most people would name an initial director or officer of the
corporation as registered agent, and would list the corporation's business address
as the registered agent's address.
4. Authorization of Shares. You have to indicate here the
number of common stock shares the articles of incorporation would initially
authorize. In some states the filing fee depends on the number of shares
initially authorized in the articles. Thus, the number 1,000 is suggested here
for the purpose of minimizing state filing fees. Please note that if the
corporation will want to authorize more shares in the future, the articles of
incorporation can be amended on that regard. You can change the suggested number
here if you wish.
Some states also require that the par value of the shares, if any, be
indicated in the articles of incorporation. The par value is not the real value
of the shares; it is just a value stated in the articles, which has less and
less significance in today's financial marketplace. Please note that this sample authorizes
only one category of stock - common
stock, which is usual for small businesses; it is also an IRS requirement if you
want to apply for S-Corporation status. If you would like to authorize more categories of stock
you can do so. Otherwise, please remember that you can amend your corporation articles
later when the need arises.
5. Incorporator. This is the
person who signs the articles of incorporation. Generally, the incorporator does
not need to be a shareholder, director or officer of the corporation. However,
by signing the articles of incorporation, the incorporator certifies that what
is stated in the articles of incorporation is true and correct.
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