Articles of incorporation. 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 Arkansas Secretary of State. 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 Understanding Articles of Incorporation. articles of incorporation The document that a firm files with state authorities when establishing a corporation. incorporation definition: 1. the act of including something as part of something larger: 2. the act of including something…. articles of incorporation synonyms, articles of incorporation pronunciation, articles of incorporation translation, English dictionary definition of articles of incorporation. Required Information to Be Included in The Certificate of Incorporation 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 … What you need to know about articles of incorporation. The articles include the following information: The address of the corporation The fees can vary depending on whether the articles of incorporation were filed online or by mail. Once established, the articles become a public record and provide important information about the corporation. Incorporation is the legal process by which a business entity is formed. This document records the creation of … In the U.S., articles of incorporation are filed with the Office of the Secretary of State where the business chooses to incorporate. Filing Articles of incorporation registers the company as a corporation (C Corporation) with the state. The articles outline basic information about the corporation, including the type of business, and a description of the business’ operational characteristics. Delivered to your inbox! 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 The articles of incorporation must be filed with the state at the time of incorporation, and may be amended or repealed as permitted by law and the articles themselves. Office of the Illinois Secretary of State. Articles of Incorporation Articles of Incorporation; Articles of Incorporation Definition. Accessed 15 Jan. 2021. It is filed with the Secretary of State of the state government in which the business owners want to incorporate. Top Get helpful tips and info from our newsletter! The Division of Corporations is a administrative filing agency. Please tell us where you read or heard it (including the quote, if possible). "Articles of Incorporation." Post the Definition of articles of incorporation to Facebook, Share the Definition of articles of incorporation on Twitter. 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. These include white papers, government data, original reporting, and interviews with industry experts. 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. The Division of Corporations strongly recommends that legal counsel reviews all documents prior to submission. 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. "Corporations Division Filing Fees." We cannot provide any legal, accounting, or tax advice. "Entrepreneur’s Guide," Page 26. "Business Entity Forms and Fees." Investopedia uses cookies to provide you with a great user experience. Articles of incorporation are the pertinent filing with a government body (usually the state) that signifies the creation of a corporation. One such step is filing a document known as articles of incorporation. Definition A document that officially establishes a new corporation in a state. Articles of Incorporation. 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. 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. In most states a corporation is created upon the filing of the articles of incorporation with the secretary of state. Accessed Oct. 5, 2020. previous. 'Nip it in the butt' or 'Nip it in the bud'? Requirements for Articles of Incorporation, Sole Proprietorship: What You Should Know, Restated Certificate of Incorporation of the Company. 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. Bylaws Vs. 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. 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. State of Michigan. 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. Why Articles of Incorporation are Important. When the articles of incorporation are returned to the business owner after being accepted by the Secretary of State, they will probably need … Controlling instrument that is filed with the appropriate government agency, which sets out a corporation’s purpose, share classes, duration, and terms 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. Bylaws and articles of incorporation are a corporation’s official documents for organizing, governing and operating. The Articles of Incorporation is a document that must be filed with a state in order to incorporate. 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. A corporate charter sets forth a corporation's basic information, its location, profit/nonprofit status, board composition, and ownership structure. A business's articles of incorporation are public records and allow the public to view information about the company. The IRS offers the following language: 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. The state needs to know the name of the business, its purpose, and the people who will be in charge (the board of directors). Learn a new word every day. Incorporation is a legal process governed by the state. See the newsletters. Many businesses in the U.S. and Canada are formed as a corporation, which is a... Special Considerations. 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. 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 U.S. Securities and Exchange Commission. A corporation is a separate legal entity from its owners. 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… (2) The period of duration, which may be perpetual or for a stated number of years. They set out a corporation's purpose and regulations. START A PARTNERSHIP NOW. "Forms / Fees / Records Requests." 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. You can learn more about the standards we follow in producing accurate, unbiased content in our. Bylaws work in conjunction with the articles of incorporation to form the legal backbone of the business. Note: 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 in Canada are a legal document necessary to the incorporation process and filed with a provincial or territorial government or the federal government. Business Corporations Domestic Business Corporations: Domestic Forms are used by organizations incorporated IN South Dakota.. A legal document filed with a state government to set up a corporation. Articles of Incorporation are a document that, when filed with the secretary of state, establish the existence of a new corporation. The articles of incorporation is a charter that initially establishes the existence of a corporation. We also reference original research from other reputable publishers where appropriate. in the US and Canada, a document that must be given to a state before a company can be legally created. Please enter a valid address. arbitration. articles of incorporation. 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 … Which of the following refers to thin, bending ice, or to the act of running over such ice. The Articles of Incorporation provide the basic information needed to form the business and register the business in the state. 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. 'All Intensive Purposes' or 'All Intents and Purposes'? Articles of incorporation Legal document establishing a corporation and its structure and purpose. 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. Articles of Incorporation. Test your vocabulary with our 10-question quiz! "Restated Certificate of Incorporation of the Company." The offers that appear in this table are from partnerships from which Investopedia receives compensation. Articles of Incorporation Definition. 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.”. SEC Form U-1 is an application or declaration made by a company, to the Securities Exchange Commission, of an issue or sale. Ready to form a partnership? Accessed Sept. 25, 2020. 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. Sample 1 Sample 2 Sample 3 Accessed Oct. 5, 2020. Iowa Secretary of State. Articles of organization are part of a formal legal document used to establish a limited liability company (LLC) at the state level. Definition. To be recognized legally as a corporation, a business must incorporate by taking certain steps and making certain decisions required under corporate law. Learn more. File Online; File by Paper (*fee includes the additional $15 paper filing fee); Amendment to the Articles of Incorporation Articles of incorporation are also referred to as the "corporate charter," "articles of association," or "certificate of incorporation.". Accessed Oct. 5, 2020. The articles of incorporation shall set forth: (1) The name of the corporation. 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 organization. The Articles of Incorporation is a company formation filing applicable to corporate entities. Accessed Sept. 25, 2020. 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. Many states charge filing fees for a business that incorporates in the state, whether the business operates there or not. Define articles of incorporation. Articles of incorporation contain details of the way a company is structured and run. By using Investopedia, you accept our, Investopedia requires writers to use primary sources to support their work. Articles of incorporation are a set of formal documents filed with a government body to legally document the creation of a corporation. Subscribe to America's largest dictionary and get thousands more definitions and advanced search—ad free! Articles of incorporation is a legal document containing important information about the company, and it must be approved by the Secretary of State office. “Articles of incorporation.” Merriam-Webster.com Legal Dictionary, Merriam-Webster, https://www.merriam-webster.com/legal/articles%20of%20incorporation. (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; 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. 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. Your Articles of Incorporation may need to include additional items that specifically apply to your situation. What made you want to look up articles of incorporation? Bylaws work in conjunction with the articles of incorporation to form the legal backbone of the business. Another key corporate document is the bylaws, which outlines how the organization is to be run. Secretary of the Commonwealth of Massachusetts. Accessed Oct. 5, 2020. Ultra vires acts are any deeds performed beyond the scope of legal authority outlined for a corporation's actions. Broadly, articles of incorporation should include the company's name, type of corporate structure, and number and type of authorized shares. 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. next. 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