While there are not necessarily strict guidelines regarding the format to which articles of incorporation need to adhere, there is some information that you will want to ensure is included. 314 professional service corporation list of shareholders . For example, Delaware and Nevada are popular âincorporation havensâ because of their favorable tax laws and corporation-friendly legal systems. is an Immigration Attorney for Orange County, California with over 6 years of experience. Today, we will go over these four topics to help you get started: What the Articles … Most states even allow you to appoint yourself as the registered agent, but there are good reasons not to do so. Many states do require that companies submit a filing fee, upon submitting their articles of incorporation. A lawyer can counsel you on whether a corporation is the right choice of. Withdrawal of Filing (Domestic) Name Reservation. Some states have a general statement authorizing the business to engage in any lawful purpose, but other states require a more specific description of your businessâs products or services. Additionally, many states provide forms that you can obtain from the secretary of state, which can easily be filled out. §55D-20-01(a) (corporation, company, limited, incorporated, corp., co., ltd., or inc.). Priyanka Prakash is a senior contributing writer at Fundera. It is also worth noting that even if a company does not share the exact name, if it is similar enough to potentially create confusion, the secretary of state may choose to not approve the articles of incorporation. Failing to complete these tasks can land your company in hot water legally or open you up to an IRS audit. Â C-corps can issue an unlimited number of shares, whereas S-corps are limited to 100 shares. You also should determine your stateâs deadlines for filing corporate taxes and franchise taxes. If it is, youâll also need to choose a corporate name and a registered agent.  Sole proprietorships are easier and faster to start than corporations, and have significantly fewer legal and financial requirements. Publishing must be in two newspapers within 120 days after the effective date of the articles. But many small businesses opt for a different company structure. A private company cannot offer its shares for sale to the general public. : Nonstock Corporation: Use CIS or complete Articles of Incorporation (Form SCC 819) and file it with the State Corporation Commission. The registration allows the state to collect taxes and make sure the business is complying with all applicable state laws. gives an example: âIf you were to try and open a hardware store and call it âAse Hardware, Inc.â it would probably be rejected because it sounds the same as Ace, the established national hardware store chain. Lawyers on UpCounsel come from law schools such as Harvard Law and Yale Law and average 14 years of legal experience, including work with or on behalf of companies like Google, Menlo Ventures, and Airbnb. If you have a business lawyer with a local office, they can act as your registered agent. This is the individual or company that will receive official documents on your businessâs behalf. Â Some states require you to provide the names and addresses of directors and officers. 502 articles of incorporation - nonprofit . Legal services sites usually charge around $150 for filing articles of incorporation. This seems like a long list, but itâs important to complete all of the initial and ongoing requirements for corporations. In this case, choose custom incorporation and specify: your corporate name; your share structure … Thereâs additional work that you need to do to legally operate your corporation and ongoing filing requirements to maintain your status as a corporation. Don’t make yourself the agent, because if you overlook the annual report message from the state, your corporation could get dissolved without your realizing it. This is probably the easiest option, but you can choose to incorporate your business in any state, regardless of where your business is physically located. Articles of incorporation, also known as certificate of incorporation or corporate charter, are a legal document that you file with your state’s business filing agency to establish a C-corporation or S-corporation. The single biggest reason that a business filing gets rejected is problems with the proposed name. In some states, the filing fee varies if the new corporation is a non-profit rather than a traditional (for-profit) corporation. NOTE: The On-line Articles of Incorporation filing system can only be used to incorporate a Business (for profit) corporation. are easier and faster to start than corporations, and have significantly fewer legal and financial requirements. According to OâBrien, itâs best to appoint an attorney as your registered agent: âHave your attorney serve as the registered agent for your company. New York, for instance (whose name database is pictured above), allows you to reserve a corporate name for 60 days if you mail in a name reservation request. But a consultation with a lawyer could help you avoid problems down the line. There are four types of company: 1. A registered agent is an individual or company that receives legal and financial documents, such as the annual reporting notice from the state, on your behalf. Domestication. Business Entity Reports. Some additional things to keep in mind as you prepare to file your articles of incorporation are the filing fees. Additionally, when including the name of your company on your articles of incorporation, you will also want to ensure that you have done your due diligence to ensure that there is not another company already registered with that name. There are specific laws regarding the names of California corporation. Failure to comply with these laws will result in your Articles of Incorporation being rejected. Copy fees are $1.00 for … . You should save a copy of this certificate as well as a copy of the articles of incorporation with your corporate records. And neither the state nor Ace would want someone to sue Ace if they were hurt at your store.â. Apply for your first or second PPP loan, What Are Articles of Incorporation and How to File Them, The articles contain basic information about your business, and in most cases, you can file them yourself with your secretary of state or use a legal help website. The company name also has to end with some kind of corporate identifier, such as Inc. or Corp. John OâBrien, an attorney and owner of John R. OâBrien, P.C. Most states require the incorporator’s name, signature and address to be included. Youâll receive a formal certificate of incorporation in the mail. To create a new corporation, youâll need to file a legal document called the articles of incorporation with your local secretary of state. Cyberbahn's on-line filing of Articles of Incorporation has been broken down into separate sections in order to facilitate data entry. Â. Â Annual reports usually contain detailed financial data for prospective shareholders and the public. Same-day service will cost an additional $100. in a local newspaper that contains your businessâs name, address, number of shares, and other information from your articles. UpCounsel accepts only the top 5 percent of lawyers to its site. Most businesses can handle filing on their own or through a legal help site. Who Is Incorporator in Articles of Incorporation, Address or physical location of where the company will be based, A statement regarding the general purpose of the business, Whether or not the corporation will be issuing, The signature(s) of applicable incorporators, It provides a greater sense of credibility for your business, It will ensure that you are meeting any requirements regarding registering your business name, It will limit the liability of the company shareholders, owners and board members. Registered Agent or Address Change. (If you are forming a nonprofit organization, then there may be other, special forms which need to be submitted, depending upon the guidelines of the state in which it is being formed.). What Should Your LLC’s Operating Agreement Include. In all states, the filing of the articles of incorporation requires the payment of a corresponding filing fee -- ranging anywhere from $35 to $300, depending upon the state of incorporation.  You do not need to reserve your business name if you plan to file the articles right away. However, as requirements do vary from state to state, particularly regarding the specificity of the statement regarding the purpose of the company, consulting with a legal expert for some guidance can never hurt. In a C-corp, preferred stock usually is designated for investors who get first access to dividends and distributions of assets. You may also be questioning the importance of incorporating your business. At this meeting, youâll issue shares of stock and record the transfer. Limited liability company is another popular choice. When filing your articles of incorporation, youâll be asked to choose a registered agent for your business. Articles of incorporation vary slightly from state to state, but most states have similar requirements. Â C-corps can issue different classes of stock (common and preferred), whereas S-corps are limited to one class of stock. Also, if your company gets sued, the attorney will be served with the complaint, which will hopefully ensure that the matter is handled appropriately.â. Weâll also give you some tips on post-filing steps to complete the launch of your new company. Lahaina Araneta, JD Attorney at Law Lahaina Araneta, Esq. 272 expedited service request . While the articles of incorporation become a public document, and therefore includes important information about the company, there is not a formalized format to which the document needs to adhere. Articles of Correction. There are three main ways to file your articles of incorporation, each with their own pros and cons: Filing yourself through the secretary of stateâs office is the fastest and most affordable option. Do you want to know how to file articles of incorporation? However, should you not wish to invest the money in an attorney, but want to ensure that your articles of incorporation are well-written, with all the required information, you can hire a document specialist who will oversee the creation and filing of your articles of incorporation. We are here to help clear up any confusion you may have and help simplify the process. Youâll also have to hold and document your first shareholder meeting. File Articles of Incorporation. Â As part of company setup, youâll also need to obtain any local business licenses, apply for an employer identification number. Most states also require corporations to have corporate bylaws. Your articles should specify the number of shares, but you donât have to issue all of them. Instructions for Articles of Incorporation (FL Profit) Filing Online or By Mail. and what else you need to do to keep your corporation in good standing. Â The individual or legal service company that fills out and files the form is the incorporator. The specific information included in the Articles of Incorporation varies from state to state, but the following are the typical details that are included: Most small businesses incorporate their company in the state where their office or shop is located. Articles of Incorporation Requirements: Name of the Corporation Make sure that the corporate name you want to use is unique and available by searching the online database of the SOS. filed with the Division of Corporations may be obtained by submitting a written request to the New York State Department of State, Division of Corporations, One Commerce Plaza, 99 Washington Avenue, Albany, NY 12231. This is the companyâs legal name, usually ending in a corporate identifier like “Corp.” or “Inc.”. A lawyer can counsel you on whether a corporation is the right choice of business entity and what else you need to do to keep your corporation in good standing. Getting a Credit Card With No Credit History, Opening a Business Bank Account With No Deposit, Opening a Business Bank Account Without an EIN, Best Accounting Software for Sole Proprietors, 10 Reasons Why Businesses Incorporate in Nevada and Delaware. You can access your form by visiting your stateâs business filing agency online. You canât file articles of incorporation without choosing a unique name for your business. Officersâlike chief executive officer, treasurer, and chief financial officerâare responsible for running the business on a day-to-day basis. For fastest service, in-person expedited service requests received before 3:30 p.m. will be processed the same day, usually within one hour. This agent can be you, one of your employees, a company that offers registered agent services, or a person who (with variations by state): Has a physical street address in your state; Your Articles of Incorporation may need to include additional items that specifically apply to your situation. These are some variables to keep in mind when deciding, If you choose to incorporate in one state but do business in another, youâll have to qualify as a foreign corporation in the state where you operate. 3 min read. Directors are responsible for overall strategy and corporate planning. Once approved by the state, the articles legally establish your corporation. boxes) and be available to accept mail during regular business hours. If the filing type is not available online or if you prefer to mail or deliver your filing, click “PDF” to print a copy, complete the form, attach payment and mail or deliver to … A few states require you to publish the articles of incorporation. Priyanka specializes in small business finance, credit, law, and insurance, helping businesses owners navigate complicated concepts and decisions. Registered Assumed Business Name Principal Officer or Address Change. The document contains basic business information, such as company address and number of shares. Want High Quality, Transparent, and Affordable Legal Services? A, Registered agents must have a physical address in the state of filing (no P.O. It can take several days to approve your articles if you file online and even longer if you file by paper. The best way to protect yourself is to hire a lawyer who can help guide you in your journey of business ownership and answer questions specific to your business. Hiring an attorney is a good idea, though. However, you can get same-day, three-hour, or one-hour service. After filing, you might think your job is done, but not so fast! Your attorney can help you choose the best business entity for your company. This requires some additional paperwork, and it could also increase your tax bill. Since earning her law degree from the University of Washington, Priyanka has spent half a decade writing on small business financial and legal concerns. Some benefits of doing so include: 1. The document contains basic business information, such as company address and number of shares. 500 articles of incorporation - for profit . For example. All online submissions are expedited at $20 per entity (in addition to regular fees).Online and paper expedited filings are generally processed in 2 business days. Legal service sitesâsuch as LegalZoom, Rocket Lawyer, and IncFileâoffer a little extra help in filing. In most states, this means the secretary of stateâs or attorney generalâs website. Once you file, assuming everything was filled out correctly and completely, the state will file the paperwork and officially register the business name. Not for Profit corporations cannot be filed using this system. Online through our PDF Upload Portal. First is making sure that a corporation is how you want to structure your business. pre-determined articles of incorporation (you can amend them later, as needed) one class of common shares; a maximum of 10 directors ; an assigned, numbered corporate name. A corporation is officially formed when the Articles of Incorporation are filed with the SOS. The articles of incorporation is a document that establishes a corporation as its own entity, and it is often considered the first step in creating a new business. Writing and filing the Articles of Incorporation is a crucial, fundamental step to establishing a new nonprofit organization. Having your articles of incorporation denied will only create delays in being able to move forward with the establishment of your company, so you will want to ensure that you do not miss this step! This is probably the easiest option, but you can choose to incorporate your business in any state, regardless of where your business is physically located. Please read the following information and print these pages for reference purposes. The company will then fill out and submit the form on your behalf. Online legal services, such as, , also provide registered agent services. 503 articles of incorporation - ecclesiastical . The fees vary from state to state, so you will want to confirm with the state in which you will be doing business, as to the fees involved.You may also be questioning the importance of incorporating your business. Entity Type Formation Activity; Stock Corporation: Use the Clerk's Information System (CIS) or complete Articles of Incorporation (Form SCC 619) and file it with the State Corporation Commission. To help businesses, most states have an online name database that lets you check if a name is available and reserve that name until you file your articles of incorporation. In law school, she participated in the immigrant justice practicum … These instructions are for incorporating a Florida Profit Corporation pursuant to s.607.0202, F.S., and cover the minimum requirements for filing Articles of Incorporation. Businesses often leave some shares unissued to expand and bring on more shareholders. 2. Difference Between Certificate of Incorporation and AOI. Review and verify your information for accuracy. No need to spend hours finding a lawyer, post a job and get custom quotes from experienced lawyers instantly. You must submit your paperwork in person with an Expedited Service Request form. What Are S Corporation Articles of Incorporation? This form creates a Florida Profit Corporation OR corrects your rejected online filing. 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