When you’re launching a corporation in the US, you must file articles of incorporation in advance. Doing so gives your business its official legal identity and access to liability protection, tax benefits, and more. When filing articles of incorporation, you’ll need to choose the right entity type, understand state-specific requirements, and avoid common mistakes that can create future issues.

Below, we explain how to get your articles of incorporation and how to ensure this process goes smoothly for your company.

What’s in this article?

• Why do you need articles of incorporation?
  
• How to prepare to file articles of incorporation
  
• What information do you need for articles of incorporation?
  
• How to get articles of incorporation
  
• How much does it cost to file articles of incorporation?
  
• Do you need a lawyer to file articles of incorporation?
  

Why do you need articles of incorporation?

Articles of incorporation are the foundation of your business. They’re the legal documents that officially register your company with the state and make it a recognized entity. The articles establish your business as separate from you, limiting your personal liability if anything goes wrong. For instance, if your company faces a lawsuit or debt, the company is responsible for the costs, instead of your personal finances.

Articles of incorporation also formalize your company’s structure and outline key details. These can include the number of shares you can issue, the responsibilities of directors, and the overall governance framework. This helps avoid future disputes about who owns what or how decisions are made.

The articles help add legitimacy to your business. Whether you’re trying to secure funding, open a bank account, or sign contracts with vendors, people expect to see that you’re an actual legal entity.

How to prepare to file articles of incorporation

Before you file articles of incorporation, you should complete certain preparations to facilitate the process. Here’s what you’ll want to have ready:

Business name

You need more than just a unique name in your state. Consider whether your domain is available, whether the name will endure in trademark filings, and more. Securing your name now helps you avoid challenges later, whether they’re branding or legal issues.

Business structure

Think ahead when choosing a structure. C corporations (C corps) are suitable if you’re planning to attract investors, for example, but they pay double taxation. S corporations (S corps) avoid that issue, but they have shareholder limits that can prevent you from scaling quickly. Each option has tax and operational consequences to carefully consider.

Registered agent

Your registered agent is your company’s legal point of contact for important documents. They need to be reliable and available during business hours. If you’re operating across multiple states, it might make sense to choose a professional service that can manage the details everywhere, instead of relying on an individual.

Board and officers

Even if you’re starting small, you’ll need to list directors and officers—people who will be responsible for the company’s major decisions and day-to-day operations. Establish your corporate governance structure: who makes big decisions, how often the board will meet, and how you’ll document company activities.

Stock structure

Determine how many shares you’ll authorize, different classes of stock (e.g., common vs. preferred), voting rights, and liquidation preferences. Think about how your decisions will impact activities such as fundraising and future equity splits.

Fees and filing requirements

Every state has its own filing fees and filing requirements. Some states require annual reports, franchise taxes, or publication of a notice of incorporation. If you’re operating in multiple states, you’ll also need to register as a foreign corporation in those places.

What information do you need for articles of incorporation?

You need to have a comprehensive set of information about your business before filing articles of incorporation. Be prepared to provide the following information:

• Business name: This is your official legal name. It must be unique in your state and include any required designations, such as “Inc.” or “Corp.”

• Business purpose: Write a statement about what your business will actually do. This can be pretty general (e.g., “to engage in any lawful activity”), unless your state has specific rules or your industry requires a more detailed description.

• Principal office address: This is the physical address where your business will be located. Even if you’re working remotely or out of a coworking space, you’ll need a physical location for official correspondence.

• Registered agent information: Provide the name and physical address of your registered agent. This must be a physical address in the state where you’re incorporating.

• Incorporators’ information: Gather the names and addresses of the people who are filing the articles. They’re responsible for signing and submitting the document to the state. If you’re a solo founder, you’ll include your own information here.

• Director information: This includes your initial board of directors. Even if your board isn’t fully set, you need to list the people who will initially have the role of governing the company.

• Authorized shares: Determine how many shares of stock your corporation is allowed to issue and whether you’ll have different classes of stock. This establishes your company’s equity structure.

• Duration of the corporation: Most businesses are designed to exist indefinitely. But if you’re forming a company with a set end date for a specific project or venture, you can include that date here.

• Miscellaneous provisions: Depending on your state, there might be room to add custom provisions such as details on stockholder voting rights and indemnification clauses for directors and officers. These can help implement specific rules as to how your business operates, especially if you have unique governance needs.

How to get articles of incorporation

Once you prepare your information, it’s time to file your articles of incorporation. Here’s a step-by-step guide to the process:

Check your state requirements

Every state has slightly different rules and forms, so start by visiting the website of your state’s secretary of state (or equivalent). This is where you’ll find the specific forms, fees, and filing instructions for articles of incorporation.

Complete the articles of incorporation form

Most states provide a template or empty form for articles of incorporation. You can usually complete this online, but some states still allow or require you to file by mail. If you’re working with a legal or tax professional, they can double-check this form to find mistakes.

Pay the filing fee

Filing fees vary by state, typically ranging from $50 to a few hundred dollars. Be ready to pay by credit card if you’re filing online or by check if you’re submitting via mail. Keep a copy of the payment receipt in case you need to reference it later.

Submit your articles

Submit your articles either online or by mail, depending on your state’s process. Some states offer expedited processing for an additional fee, which can be helpful if you need your corporation formed quickly for business deals, contracts, or tax reasons.

Wait for approval

After submission, your state will review your articles and either approve them or return them if anything’s missing or incorrect. The timeline can vary depending on the state and whether you paid for expedited service. Once the state approves your articles, it will issue you a certificate of incorporation, which is your official proof that your business is legally incorporated.

Organize your corporate documents

After approval, create a corporate binder or digital folder with all your important documents, including the approved articles of incorporation, bylaws, stock certificates, and records of your first board meeting. You’ll need these for future reference, especially if you’re raising capital or entering into formal contracts.

Register for additional requirements

Depending on your business and where you’re operating, you might need to register for other licenses, permits, or a Taxpayer Identification Number (TIN). For example, you might need an Employer Identification Number (EIN) from the Internal Revenue Service (IRS), business licenses from local authorities, or foreign qualification if you’re operating in other states.

Once this process is complete, your business is officially incorporated. You can now issue stock, sign contracts as a corporation, and operate your business with the liability protections of incorporation.

How much does it cost to file articles of incorporation?

The cost to file your articles of incorporation depends on the state in which you file and any extra features you might want, such as faster processing. Here’s what you might end up paying:

State filing fees

Every state has its own filing fee and the exact cost varies widely. In states such as Kentucky, it’s as low as $40. But in Nevada, Texas, and other states, the cost is as high as a few hundred dollars. On average, expect to pay anywhere from $50–$300, depending on the location.

Expedited processing fees

If you’re in a rush to officially form your business, most states offer expedited service for a price. This can add an extra $50–$200, depending on the jurisdiction. Some states offer same-day service for an additional fee, while others might just shorten the process to a few days, instead of weeks.

Registered agent fees

Most states require a registered agent to receive legal documents for your business. If you don’t want to do this yourself or if you’re incorporating in a state where you don’t live, you can hire a registered agent service. These services usually charge about $100–$300 per year.

Legal or professional help

If you’re not filing on your own and prefer using a lawyer or an online service such as LegalZoom, there will be extra costs. Lawyers typically charge anywhere from $500–$2,500 to help you file, depending on how complicated your incorporation is. If you use an online service, it’ll often charge a flat fee.

Publication fees (if required)

A few states, such as New York, require you to publish a notice in local newspapers announcing your incorporation. This can cost anywhere from $50–$2,000, depending on where and what you have to publish.

Do you need a lawyer to file articles of incorporation?

No, you don’t need a lawyer to file articles of incorporation. Most states offer an online form or a downloadable template. And as long as you have the required information ready, you can file the articles without legal help. Many business owners choose this route.

That said, hiring a lawyer can be helpful if your situation is more complex. For example, if you’re forming a corporation with multiple shareholders, raising outside funding, or addressing specific legal requirements in your industry, a lawyer can facilitate the process. They’ll also help you craft custom provisions for factors such as stock structure and governance, and they can review your bylaws to ensure you’re fully protected.