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Articles of incorporation is the formal legal document filed with a state government to create a corporation as a legally recognized entity separate from its founders. Upon approval by the state — typically the Secretary of State's office — the corporation comes into existence as a person in the eyes of the law, capable of entering contracts, owning property, suing and being sued, and continuing in existence beyond the lives of its individual owners. The document is also known as a Certificate of Incorporation in Delaware, Connecticut, New Jersey, New York, and several other states, or as a Corporate Charter. Regardless of name, the function is the same: it is the corporation's birth certificate.
State requirements vary, but virtually all US states require at minimum four core pieces of information. The corporate name must include an entity designator such as Inc., Corp., Corporation, or Incorporated, and must be distinguishable from other registered entities in that state — typically verifiable through the state's online business name search before filing. The name and address of a registered agent must be provided; a registered agent is the person or entity designated to receive official legal documents and government notices on behalf of the corporation at a physical address in the state of incorporation. The authorized shares section must specify the number of shares the corporation is authorized to issue and, if there are multiple share classes, their respective rights and preferences. The incorporator's name and signature must appear, providing legal accountability for the filing.
Beyond the mandatory minimums, articles may include optional provisions that customize the corporation's governance structure or override default statutory rules. Common optional provisions include the corporation's statement of purpose (which in most states can simply read "any lawful purpose"), the names and addresses of initial directors if the state requires pre-filing director information, par value of shares, provisions limiting or eliminating the personal liability of directors for monetary damages, and indemnification provisions for directors and officers.
Some provisions that would otherwise be determined by state statute can be adjusted through the articles. For example, the default existence of a corporation is perpetual, but this can be modified to specify a dissolution date. Default rules about supermajority voting requirements can be adjusted. The articles represent the outermost layer of the corporation's governing document stack: the articles establish the entity, the bylaws govern its internal operations, and the shareholder agreement (if any) governs relationships among shareholders.
| Document | What It Does | Public or Private? |
|---|---|---|
| Articles of Incorporation | Creates the corporation; defines name, shares, and registered agent | Public — filed with and maintained by the state |
| Bylaws | Governs internal operations: board meetings, officers, quorum rules, voting procedures | Private — internal document, not filed with the state |
| Shareholder Agreement | Governs relationships among shareholders; transfer restrictions, buy-sell rights, voting arrangements | Private — contract among shareholders |
| Articles of Organization | Equivalent formation document for LLCs (not corporations) | Public — filed with the state |
The majority of venture-backed startups and large US public companies incorporate in Delaware rather than their home state. Delaware offers several structural advantages: its Court of Chancery is a specialized business court with a large body of predictable corporate case law; its General Corporation Law is flexible and investor-friendly; its statutory framework accommodates complex capital structures needed for multiple rounds of venture financing; and the state aggressively updates its laws to remain the preferred corporate domicile. A Delaware corporation can operate in any state by qualifying as a foreign corporation in that state and paying the applicable fees. Startup founders frequently choose Delaware for these reasons, accepting the additional cost of maintaining a Delaware registered agent and paying an annual franchise tax.
Filing articles of incorporation requires submitting the document to the appropriate state agency along with the required filing fee, which ranges from approximately $50 to several hundred dollars depending on the state and whether expedited processing is selected. Most states allow online filings. Once the state processes and stamps the filing, the corporation legally exists. The corporation then holds an organizational meeting to adopt bylaws, issue initial shares, elect directors, and appoint officers before beginning business activities.
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