The articles of incorporation sometimes called the certificate of incorporation or company charter is the main set of rules that govern the management of the corporation and is usually filed with the state or other regulatory agency. It usually sets out in detail the following information:
• Name of the incorporator
• Names of the initial board of directors
• Location of the corporation’s registered office
• Specific purpose of incorporation
• Number of shares of stock that the corporation is authorized to have
• Name and address of the incorporator
Articles of incorporation have many variations as they differ from one corporation to another and from one authority to another. The articles of incorporation do not however need to give too many details regarding the operations of the corporation as these are given in the bylaws of the corporation.
The first step needed when filing the articles of incorporation is to check if the name that has been chosen for the corporate entity, is available. This information is readily available from the corporate filing office. It is also necessary to complete, though it does not need to be filed, the bylaws of the corporation.
Filing articles of incorporation bestows certain legal benefits on the corporation. For example, it helps protect personal assets against the claims of creditors as well as in case a lawsuit should be filed against the corporation. This is because, in the case of an incorporated entity, shareholders, directors and officers are usually not liable for their corporate entity’s debts. In addition, transferring ownership is no problem at all. Tax rates of corporate entities are also lower than those of individuals.
Once the articles of incorporation have been duly filed with the secretary of state of the jurisdiction, the corporation comes to life on the date of the filing and can commence business immediately after the filing. Broadly speaking, the name of the entity, its main purpose of existence, its intentions, its length of existence, its registered office address, and the number of directors in the corporation all need to be spelt out in the articles of incorporation. In addition, mention needs to be made of the authorized number and qualification of members and how the property of the corporation is to be handled.
The costs of incorporating are a little more than what is paid for the initial corporation or LLC setup. Besides costs, there are other aspects that need careful study and analysis. What are the various tax advantages available, indemnification and covenant not to sue, federal, state and local requirements, protecting the name of the corporation, the best structure for the entity, keeping complete records, reviewing leases and contracts.
As with most important documents, getting the articles of incorporation vetted by a legal counsel is a must. Once the articles have been filed, the corporation must get its own seals, minute books and stock certificates. The owners of the corporation are solely responsible for any infringements to the name that they have chosen. In case the entity is a professional association, the word “chartered”, or ”professional association” or “P.A.” must be contained in the name.
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