This guide covers what the filing does, who needs it, what goes in it, and where to file. Requirements, fees, and processing times vary by state, so confirm current details with your state's filing agency before you submit anything.
Key Takeaways
- Articles of incorporation are state-filed documents that create a corporation as a separate legal entity.
- Most filings include the name, registered agent, incorporator, and authorized shares; directors and purpose depend on the state.
- An S corporation is a federal tax election made after forming a corporation. LLCs file articles of organization instead.
- Approval doesn't replace an EIN, tax registrations, licenses, bylaws, or annual compliance.
What Are Articles of Incorporation?
Articles of incorporation are the formal documents you submit to a state's secretary of state (or equivalent agency) to establish a corporation.
The title changes by state. Delaware and New York use "Certificate of Incorporation," Texas uses "Certificate of Formation," and you'll also see "corporate charter." In New York, corporate existence begins when the Department of State files the certificate.
What changes after approval
Once approved, the corporation is a recognized legal entity. It can enter contracts, open accounts, own property, and issue shares in its own name, as long as it keeps up proper corporate formalities.
A corporation is legally separate from its owners, which can shield personal assets from corporate debts. That protection isn't absolute. New York's court instructions list factors for piercing the corporate veil, including ignored formalities, inadequate capitalization, and commingled or personally used corporate funds.
Articles vs. related documents
| Document | What it does |
|---|---|
| Bylaws | Internal rules for decision-making and officer and shareholder duties |
| Articles of organization | Forms an LLC, not a corporation |
| Business license | Permits specific activities or locations; separate from formation |
| Business plan | Guides strategy and persuades investors; not a state filing |
Who uses articles of incorporation
These entities file articles of incorporation:
- For-profit corporations
- Nonprofits
- Professional corporations (where permitted)
Sole proprietorships and most partnerships don't need this document to exist.
An S corporation is different. It's a federal tax status requested on IRS Form 2553 after an eligible corporation has already been formed. Generally it's limited to 100 shareholders and one class of stock, and the form is due within 2 months and 15 days of the requested effective date.
What Should Be Included in Articles of Incorporation?
The exact fields differ by state, so always work from the current form and instructions published by your secretary of state.
The ABA's Model Business Corporation Act is a useful benchmark. It requires:
- A compliant corporate name
- The number of authorized shares
- The registered office and agent
- Each incorporator's name and address
Directors, purposes, and par value are optional under the model.
Name, address, and purpose
Use the corporation's exact legal name with any required designator, such as Inc., Corp., or Corporation. Add the principal office address and, where required, the business purpose. Include a duration only if the corporation won't exist indefinitely.
Run a name availability search first. A search usually doesn't reserve the name, and the state makes the final call at filing. Some states, including Florida, don't require a specific purpose for ordinary corporations. A broad lawful-purpose statement is often accepted.
Registered agent and incorporator
The registered agent receives service of process and official mail. Delaware, Florida, and Texas require an in-state physical address, and Florida and Texas also require the agent's consent. Pennsylvania allows a commercial registered-office provider. New York's standard form designates the Secretary of State for service.
The incorporator signs and submits the document. That can be a founder, an attorney, or another authorized person, and it's a different role from owner, director, or officer. In New York, incorporators must be natural persons at least 18.
Directors and governance
Some states, such as Texas, ask for initial directors' names and addresses. Florida makes officer and director names optional. Many governance details belong in bylaws or organizational resolutions, not in the public filing.
Shares and stock structure
Most states require you to state authorized shares, and often par value or no-par status. Think through future owners, fundraising, voting rights, and tax effects before choosing. New York's sample form shows 200 no-par common shares, but that's a template, not a requirement.
With multiple owners, investors, or preferred stock, have an attorney or tax professional review the structure.
Optional provisions and special entities
Many states allow optional provisions on director liability, indemnification, and shareholder voting. State statutes limit these protections, so draft them carefully.
Special entities need extra language:
- Professional corporations: Texas requires a licensed-professional purpose; New York requires Appellate Division or Education Department approval with the filing.
- Nonprofits: 501(c)(3) articles generally state an exempt purpose and a dissolution clause under the IRS organizational test.
- Regulated industries: extra state and federal language beyond a generic template.
How to File Articles of Incorporation
Choose your state of incorporation
Decide where to form your corporation. Review that state's official requirements, and consider whether operating in other states will later require foreign qualification (a Certificate of Authority). Taxes and annual fees may apply in both states.
Choose a name and gather information
Search the state's business-name database and confirm naming rules. Then collect:
- Registered agent details
- Incorporator information
- Director names, if required
- Business purpose and addresses
- Share structure
Complete the official form
Most states offer an online portal or downloadable form. Use the version for your corporation type, and check every field against what you'll later give your bank, the IRS, and your corporate records. Mismatched names and addresses cause headaches.
Pay the fee and submit
Fees vary by state, entity type, and speed. Current base charges from official sources:
| State | Base fee | Expedited options |
|---|---|---|
| Delaware | $109 minimum, varies with stock | $50 next-day to $1,000 one-hour |
| Texas | $300 | $50 standard to $750 same-day |
| New York | $125 | $25 (24 hours), $75 (same day), $150 (two hours) |
| California | $100 | $350 (24-hour) to $750 (same-day) |
| Pennsylvania | $125 | $100 same-day to $1,000 one-hour |
| Florida | $70 ($35 filing + $35 agent designation) | Filed in order received |
Florida's certified copy and certificate of status cost $8.75 each and are optional. Submit online, by mail, or in person where offered.
Wait for review
The state may approve, request corrections, or reject the filing over name conflicts, missing information, or the wrong fee. Keep the filed articles and certificate of incorporation.
Processing times change constantly, so check the agency's posted queue. Those dates reflect received-date backlogs, not guaranteed turnaround.
What approval doesn't do
State approval forms the corporation. It does not give you:
- An EIN
- Tax registrations
- Operating licenses
- Insurance or payroll setup
- Authority to do business in other states
What to Do After Your Articles Are Approved
Store the approved articles and certificate in a secure record book or digital file. Then complete these organizational steps:
- Hold the first meeting
- Adopt bylaws
- Appoint officers
- Document initial board or shareholder actions
- Issue shares
Next come the operational steps:
- Apply for an EIN. The IRS charges nothing, and online applications receive the number immediately, but the corporation must exist first.
- Review federal and state tax elections, including Form 2553 if you want S status.
- Open a business bank account.
- Register for state taxes and get required licenses.
- Buy insurance and set up bookkeeping and payroll.
Annual duties vary widely:
- Delaware: annual report and franchise tax due March 1; $50 report fee and a minimum franchise tax of $175 or $400 depending on method.
- Texas: franchise report due May 15, with a no-tax-due threshold of $2.65 million in annualized revenue.
- Pennsylvania: $7 annual report due June 30 for business corporations.
- California: Statement of Information within 90 days, then annually.
Beyond the filing calendar, protect limited liability by keeping personal and corporate finances separate, and update your registered agent when it changes.
FinCEN's final rule, effective August 14, 2026, removes the beneficial ownership reporting requirement for U.S. companies.
JFT Group, an Allentown, Pennsylvania firm serving clients in all 50 states, helps owners connect formation decisions to the work that follows. That includes entity selection, EIN and permit applications, payroll setup, bookkeeping, and tracking government deadlines.
Common Mistakes to Avoid
Filing too early. Confirm the entity type, state requirements, name availability, agent eligibility, and whether you'll operate in other states before you file.
Avoidable filing errors:
- Inconsistent names or addresses
- Missing signatures (California notes computer-generated signatures on paper aren't equivalent to online e-signatures)
- Incomplete director or incorporator details
- Wrong share information
- An outdated form or the wrong fee
Treating a name search as approval. Texas makes its final name determination at filing, and California's search isn't a formal availability check.
Copying one state's template. New York's share setup and Florida's optional directors don't apply everywhere. Pennsylvania even has a publication rule for corporations, while New York's publication rule applies to LLCs.
Assuming incorporation is enough. Liability protection depends on records, separate finances, tax registrations, licenses, insurance, and recurring filings.
Frequently Asked Questions
What is the process of incorporation?
Choose an entity and state, confirm name availability, prepare the state form, name a registered agent and incorporator, and submit with the fee. After approval, complete post-formation steps. Exact procedures vary by state.
Who prepares the articles of incorporation?
The incorporator prepares, signs, and submits them. That may be a founder, attorney, or other authorized person, and not necessarily an owner or director.
What should be in the articles of incorporation?
Typically the legal name, address, registered agent, incorporator, and authorized shares. Some states also require purpose, directors, duration, or special provisions.
Can I file my NYS corporation online?
Yes. New York's Department of State offers the e-Corp system for domestic business corporations, with a $125 filing fee. Check the current portal for forms, payment methods, and expedited options.
What are articles of incorporation?
They're the state-filed formation documents that legally establish a corporation and publicly record basic information about its structure.
What is an example of incorporation?
A founder picks a name, appoints a registered agent, and files the state's form. After approval, she adopts bylaws, gets an EIN, opens a bank account, and starts annual compliance.
