Articles of incorporation are also referred to as the "corporate charter," "articles of association," or "certificate of incorporation.". A corporate charter sets forth a corporation's basic information, its location, profit/nonprofit status, board composition, and ownership structure. Articles of Incorporation means the Articles of Incorporation of the Issuer as in effect on the Original Issue Date, and as hereafter from time to time amended, modified, supplemented or restated in accordance with the terms hereof and thereof and pursuant to applicable law. The state needs to know the name of the business, its purpose, and the people who will be in charge (the board of directors). Articles of organization are part of a formal legal document used to establish a limited liability company (LLC) at the state level. The offers that appear in this table are from partnerships from which Investopedia receives compensation. You can learn more about the standards we follow in producing accurate, unbiased content in our. Legal definition of certificate of incorporation: a certificate issued by a state's secretary of state that shows acceptance of a corporation's articles of incorporation. Define articles of incorporation. In the U.S., articles of incorporation are filed with the Office of the Secretary of State in the state where the business chooses to incorporate. Some states offer more favorable regulatory and tax environments and, as a result, attract a greater proportion of firms seeking incorporation. As a result, they limited the role of corporations by only granting select corporate charters, mainly to those that were beneficial to society as a whole. We also reference original research from other reputable publishers where appropriate. A corporation is a separate legal entity from its owners. It is filed with the Secretary of State of the state government in which the business owners want to incorporate. Another key corporate document is the bylaws, which outlines how the organization is to be run. After fighting the American Revolution with Great Britain, the founders of the United States had a healthy fear of corporations after being exploited for years by those in England. For example, Delaware and Nevada attract about half of the public corporations in the U.S., in part because of the state laws that protect their corporations. File Online; File by Paper (*fee includes the additional $15 paper filing fee); Amendment to the Articles of Incorporation The Articles of Incorporation provide the basic information needed to form the business and register the business in the state. Legal definition for ARTICLES OF INCORPORATION: A document filed with state authorities (usually the Secretary of State or Corporations Commissioner, depending on the state) to form a limited liability company As required What made you want to look up articles of incorporation? 'All Intensive Purposes' or 'All Intents and Purposes'? in the US and Canada, a document that must be given to a state before a company can be legally created. Sample 1 Sample 2 Sample 3 State of Michigan. Accessed 15 Jan. 2021. When the articles of incorporation are returned to the business owner after being accepted by the Secretary of State, they will probably need … Subscribe to America's largest dictionary and get thousands more definitions and advanced search—ad free! Articles of Incorporation. Articles of Incorporation are a document that, when filed with the secretary of state, establish the existence of a new corporation. Incorporation is a legal process governed by the state. "Entrepreneur’s Guide," Page 26. Why Articles of Incorporation are Important. Delivered to your inbox! The articles in the document vary by state, but the following "articles" are typically included: Most states also require the articles to state the firm’s purpose, though the corporation may define its purpose very broadly to maintain flexibility in its operations. Articles of incorporation are the pertinent filing with a government body (usually the state) that signifies the creation of a corporation. Each state has certain mandatory provisions that must be contained in the articles of incorporation and other optional provisions that the company can decide whether to include. Articles of incorporation contain details of the way a company is structured and run. Articles of incorporation generally contain pertinent information, such as the firm’s name, street address, agent for service of process, and the amount and type of stock to be issued. The Articles of Incorporation is a company formation filing applicable to corporate entities. Other provisions outlined in a company’s articles of incorporation may include the limitation of the directors’ liability, actions by stockholders without a meeting, and the authority to call special meetings of stockholders. Articles of Incorporation Articles of Incorporation; Articles of Incorporation Definition. Test your vocabulary with our 10-question quiz! SEC Form U-1 is an application or declaration made by a company, to the Securities Exchange Commission, of an issue or sale. The articles of incorporation must be filed with the state at the time of incorporation, and may be amended or repealed as permitted by law and the articles themselves. Broadly, articles of incorporation should include the company's name, type of corporate structure, and number and type of authorized shares. These include the purpose of the company, the process of electing a board of directors and the number of shares in the company. articles of incorporation The document that a firm files with state authorities when establishing a corporation. In the U.S., articles of incorporation are filed with the Office of the Secretary of State where the business chooses to incorporate. The articles of incorporation is a charter that initially establishes the existence of a corporation. Post the Definition of articles of incorporation to Facebook, Share the Definition of articles of incorporation on Twitter. A business's articles of incorporation are public records and allow the public to view information about the company. Many states charge filing fees for a business that incorporates in the state, whether the business operates there or not. Articles of Incorporation The document that must be filed with an appropriate government agency, commonly the office of the Secretary of State, if the owners of a business want it to be given legal recognition as a corporation. Accessed Oct. 5, 2020. Top Get helpful tips and info from our newsletter! This document records the creation of … Required Information to Be Included in The Certificate of Incorporation Although the articles of incorporation is a corporate formation document, the IRS requires the inclusion of specific language in the Statement of Purpose in order for the nonprofit corporation to qualify for 501(c)(3) tax exemption. Articles Of Incorporation articles of incorporation :a document by which a corporation is formed that sets forth basic information (as the corporation's name, purpose, directors, and stock) usu. One such step is filing a document known as articles of incorporation. The fees can vary depending on whether the articles of incorporation were filed online or by mail. By using Investopedia, you accept our, Investopedia requires writers to use primary sources to support their work. Incorporation is the legal process by which a business entity is formed. arbitration. "Business Entity Forms and Fees." Once established, the articles become a public record and provide important information about the corporation. Accessed Oct. 5, 2020. Definition A document that officially establishes a new corporation in a state. Articles of incorporation in Canada are a legal document necessary to the incorporation process and filed with a provincial or territorial government or the federal government. The IRS offers the following language: Accessed Oct. 5, 2020. Learn a new word every day. Articles of incorporation are a set of formal documents filed with a government body to legally document the creation of a corporation. Bylaws and articles of incorporation are a corporation’s official documents for organizing, governing and operating. Articles of incorporation are in the document necessary to register a corporation with a state and acts as a charter to recognize the establishment of a corporation. Explains what the corporation is, the type of stock that will be issued, and the specific roles of parties within the corporation, such as directors and stockholders. Which of the following refers to thin, bending ice, or to the act of running over such ice. The document outlines the basic information needed to form a corporation, the governance of a corporation, and the corporate statutes in the state where the articles of incorporation are filed. Investopedia uses cookies to provide you with a great user experience. Learn more. previous. Arkansas Secretary of State. Restated Articles of Incorporation August 2017 2373467-1 2 Directors elected by the holders of the shares of the Preferred Stock pursuant to this Section may elect a successor or successors to hold office until the next annual or special meeting of the shareholders. The articles outline basic information about the corporation, including the type of business, and a description of the business’ operational characteristics. 'Nip it in the butt' or 'Nip it in the bud'? Many businesses in the U.S. and Canada are formed as a corporation, which is a type of business operation that is formed in the state where the company carries out its operations. Information typically required to be included are the name and address of the corporation, its general purpose and the number and type of shares of stock to be … articles of organization. See the newsletters. The articles of incorporation shall set forth: (1) The name of the corporation. These include white papers, government data, original reporting, and interviews with industry experts. The Division of Corporations strongly recommends that legal counsel reviews all documents prior to submission. Ultra vires acts are any deeds performed beyond the scope of legal authority outlined for a corporation's actions. Accessed Oct. 5, 2020. "Forms / Fees / Records Requests." What you need to know about articles of incorporation. Also known as the corporate charter, it generally includes the purpose of the corporation, the type and number of shares, and the process of electing a board of directors. next. Secretary of the Commonwealth of Massachusetts. (2) The period of duration, which may be perpetual or for a stated number of years. Bylaws work in conjunction with the articles of incorporation to form the legal backbone of the business. A sole proprietorship, also known as a sole trader or a proprietorship, is an unincorporated business with a single owner who pays personal income tax on profits earned from the business. "Articles of Incorporation." A legal document filed with a state government to set up a corporation. Ready to form a partnership? Please tell us where you read or heard it (including the quote, if possible). Articles of incorporation. We cannot provide any legal, accounting, or tax advice. incorporation definition: 1. the act of including something as part of something larger: 2. the act of including something…. Bylaws Vs. articles of incorporation. Legal Definition of articles of incorporation : a document by which a corporation is formed that sets forth basic information (as the corporation's name, purpose, directors, and stock) usually as required by statute — see also certificate of incorporation — compare bylaws, charter Bylaws work in conjunction with the articles of incorporation to form the legal backbone of the business. Type of corporate structure (e.g., profit corporation, Duration of the corporation, if it wasn't established to exist perpetually, Name, signature, and address of the incorporator, who is the person in charge of setting up a corporation. Business Corporations Domestic Business Corporations: Domestic Forms are used by organizations incorporated IN South Dakota.. U.S. Securities and Exchange Commission. Articles of Incorporation Definition. To be recognized legally as a corporation, a business must incorporate by taking certain steps and making certain decisions required under corporate law. Articles of incorporation Legal document establishing a corporation and its structure and purpose. "Corporations Division Filing Fees." Many businesses in the U.S. and Canada are formed as a corporation, which is a... Special Considerations. This document contains the firm's name and address, the type and amount of stock to be authorized and issued, the type of business activity, a delineation … Articles of Incorporation Understanding Articles of Incorporation. For the better part of the first one hundred years of United States history, the power of corporations was severely limited as owners could not own any stock or property, make financial donati… Note: Please enter a valid address. It usually includes the name and address of the company, its purpose, and the number and type of shares that it will issue: Minority shareholders are allowed to call … “Articles of incorporation.” Merriam-Webster.com Legal Dictionary, Merriam-Webster, https://www.merriam-webster.com/legal/articles%20of%20incorporation. Accessed Sept. 25, 2020. Office of the Illinois Secretary of State. Accessed Sept. 25, 2020. Depending on the state of incorporation, a company may pay filing fees ranging from $50 (as in Iowa , Arkansas , and Michigan ) to $275 (as in Massachusetts)  as of 2020. START A PARTNERSHIP NOW. Controlling instrument that is filed with the appropriate government agency, which sets out a corporation’s purpose, share classes, duration, and terms In most states a corporation is created upon the filing of the articles of incorporation with the secretary of state. Iowa Secretary of State. (1) The articles of incorporation must set forth: (a) a corporate name for the corporation that satisfies the requirements of 35-2-305; (b) a statement that: (i) the corporation is a public benefit corporation; articles of incorporation synonyms, articles of incorporation pronunciation, articles of incorporation translation, English dictionary definition of articles of incorporation. Articles of organization are part of a formal legal document used to establish a limited liability company (LLC) at the state level. The Articles of Incorporation is a document that must be filed with a state in order to incorporate. Requirements for Articles of Incorporation, Sole Proprietorship: What You Should Know, Restated Certificate of Incorporation of the Company. "Restated Certificate of Incorporation of the Company." They set out a corporation's purpose and regulations. A business that is incorporated in one state and is physically located or doing business in another state must register in the other state as well, which involves paying that state's filing fees and taxes. Definition. Articles of incorporation is a legal document containing important information about the company, and it must be approved by the Secretary of State office. The articles of incorporation refers to legal documents that a corporation files with a government agency to establish itself as a business organization. Articles of Incorporation. Filing Articles of incorporation registers the company as a corporation (C Corporation) with the state. The articles include the following information: The address of the corporation Amazon’s certificate of incorporation, for example, states that the corporation’s purpose is “to engage in any lawful act or activity for which corporations may be organized under the General Corporation Law of Delaware.”. 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