Articles of incorporation and the next steps to launch your startup
Articles of incorporation create a corporation. See what to include, how to file, and the next steps—banking, taxes, bylaws, and your first board meeting.
Rho Editorial Team
Articles of incorporation are the legal documents that formally establish a corporation as a separate legal entity.
Filing requires information such as the corporation name, purpose of the corporation, registered agent, number of shares, and the incorporator's details.
The secretary of state’s office (or similar state agency) processes the filing and makes it a matter of public record.
Articles of incorporation differ from other governing documents, such as bylaws or an LLC operating agreement.
Filing articles of incorporation is only the first step; business owners must also set up bylaws, a board of directors, and banking.
Rho helps new businesses move from incorporation to banking, payments, and growth.
Articles of incorporation are legal documents that establish a corporation as a separate legal entity once approved by the Secretary of State’s office. This separation offers liability protection for business owners and allows the corporation to issue shares, open bank accounts, and seek funding. In some states, this filing may be referred to as a certificate of incorporation or a corporate charter; however, its purpose remains the same.
Corporations rely on these documents not only to operate legally but also to secure funding, open business bank accounts, and set up a corporate structure that allows them to issue shares of stock. Without them, the business cannot access most of the benefits that come with being incorporated.
It’s also important to distinguish between articles of incorporation and articles of organization. The former applies to corporations, while the latter is used to form limited liability companies (LLCs). Both create a new business entity with limited liability, but the governing structures and legal requirements differ.
What information goes into articles of incorporation?
When you file articles of incorporation, the Secretary of State requires specific details to make the filing valid. These details become part of the public record.
The corporation name and the street address where the company is located.
The purpose of the corporation, either general or tied to a specific type of business.
A registered agent to receive legal documents and service of process.
The incorporator or the person preparing and submitting the filing.
The number of shares the corporation is authorized to issue and the voting rights attached.
The duration of the corporation, whether perpetual or limited.
Some states allow optional clauses, such as references to bylaws, tax elections like an S corporation, or liability protections for directors. Most states provide a template on the secretary of state’s website to guide business owners through these requirements.
How to file articles of incorporation
Most states make it straightforward to file articles of incorporation.
Step 1: Prepare the required information
Gather the details your state requires, including the name of the corporation, the incorporator, and the registered agent. These items must appear in the filing for it to be valid.
Step 2: Submit your filing to the state
The process runs through the secretary of state’s office or a comparable state agency. Most states allow you to file articles of incorporation online using a standard form. Filing by mail is also common but requires printed forms and signatures.
Step 3: Pay the filing fee
Every state charges a filing fee, which typically ranges from under $100 to several hundred dollars. States like Delaware and New York may also impose annual franchise taxes or reporting obligations. Always confirm costs and requirements on the Secretary of State’s website.
Step 4: Receive your certificate of incorporation
Once accepted, the state issues a certificate of incorporation confirming the company’s legal status as a separate legal entity.
Step 5: Keep in mind public record access
After approval, the articles become part of the public record. This means investors, lenders, and other stakeholders can verify your corporation’s existence through the state’s online database.
Articles of incorporation vs. other governing documents
Articles of incorporation (corporate charter) serve as the foundation for the corporation. But they’re not the only governing document a new business needs.
Corporations also adopt bylaws, which establish the rules governing the board of directors' operations, meeting procedures, and officer appointments. Unlike articles of incorporation, bylaws are not filed with the state. They function as an internal manual that keeps the corporate structure organized.
For limited liability companies, the equivalent document is an LLC operating agreement. This agreement covers ownership stakes, voting rights, and management responsibilities for members. It functions much like bylaws but applies to limited liability companies instead of corporations.
Some states also use different terms for incorporation documents. A certificate of formation may serve the same role as articles of incorporation, while others use “certificate of incorporation” interchangeably. Regardless of the label, the purpose is the same: to create a recognized legal entity through a formal state filing.
What to do after filing articles of incorporation
Once filed, articles of incorporation provide legal recognition, but additional steps turn the corporation into a functioning business.
Adopt bylaws and appoint the board of directors.
Hold the first board meeting and authorize shares of stock.
Draft a shareholders' agreement to clarify ownership and voting rights.
Apply for an EIN and open a business bank account.
Register with tax authorities to access available tax advantages.
Record initial capital contributions and establish accounting systems.
For a small business or high-growth startup, these actions build credibility with investors and lenders. They also make compliance easier as the corporation grows.
Articles of incorporation for different types of corporations
The core requirements for articles of incorporation are similar across states, but the details depend on the type of business being formed. Choosing the right structure impacts taxation, fundraising options, and governance.
C corporations
A C corporation (often called a C corp) is the default for most for-profit corporations. This structure supports outside investment by issuing authorized shares and is the standard for venture-backed startups.
S corporations
An S corporation is not a different entity type but a tax election made with the IRS after incorporation. Filing as an S corporation allows profits and losses to pass through to shareholders, avoiding double taxation. However, S corporations face restrictions on the number and type of shareholders.
Nonprofit corporations
A nonprofit corporation is organized for charitable, educational, or religious purposes. Articles for nonprofits must include a detailed business purpose, and nonprofits must meet strict requirements to qualify for tax-exempt status.
B corporations
A benefit corporation (or B corp) operates as a for-profit entity but includes a mission-driven purpose in its charter. It combines access to traditional capital with a formal commitment to social or environmental goals.
Professional corporations
A professional corporation is required in some states for licensed professionals such as doctors, lawyers, or accountants. These entities must comply with additional state-specific rules.
Location also plays a role. Incorporating in Delaware is common among startups for its flexible corporate law and business courts, while states like New York may require more detailed disclosures. Your choice of jurisdiction affects costs, reporting, and long-term flexibility.
Common corporation types at a glance
Corporation type | Tax treatment | Shareholder rules | Fundraising fit | Notes for startups |
C corp | Double taxation (corporation + shareholder) | Unlimited shareholders, any type | Best for VC funding | Default for venture-backed startups |
S corp | Pass-through taxation | Max 100 shareholders, all U.S. individuals | Limited fundraising options | Requires an IRS Form 2553 election after incorporation |
Nonprofit | Tax-exempt if qualified | No shareholders; governed by the board | Not-for-profit fundraising | Must serve a charitable/educational purpose |
Benefit corp | Same as C corp | Same as C corp | Attracts VC + impact investors | Formalizes social/environmental mission |
Professional corp | Same as C corp (state-specific rules apply) | Licensed professionals only | Not designed for VC | Required for lawyers, doctors, and accountants |
How Rho supports new corporations after incorporation
Filing articles of incorporation sets up the legal framework, but operating a corporation requires financial systems that support day-to-day growth. That’s where we step in.
At Rho, we help newly incorporated businesses move from paperwork to operational readiness. Once the state filing is complete, founders can use Rho to set up banking, issue corporate cards, manage expenses, and centralize treasury operations in one place.
Our platform is designed to support corporations as they grow. Whether you’re a small business getting started or a venture-backed C corporation preparing for outside funding, Rho provides the financial infrastructure that investors and lenders expect to see.
By connecting your incorporation documents to your financial operations, we make it easier to manage cash flow, stay organized for audits, and keep your board of directors and shareholders informed.
FAQs
What is the difference between articles of incorporation and a corporate charter?
They are the same document. Some states call the filing a corporate charter or a certificate of incorporation, but all serve the same purpose: creating a corporation as a separate legal entity through a state filing.
How much is the filing fee for articles of incorporation?
The filing fee depends on the state. Some charge as little as $50, while others (like Delaware or New York) may cost several hundred dollars plus annual franchise taxes. Always check the Secretary of State’s website for current rates.
Can I file articles of incorporation without a lawyer?
Yes. Many states provide a template online, and the incorporator can complete the paperwork without an attorney. However, complex situations (such as issuing multiple authorized shares) may require legal advice.
Do limited liability companies file articles of incorporation?
No. Limited liability companies use articles of organization instead. LLCs also adopt an LLC operating agreement as their main governing document. Corporations, on the other hand, must file articles of incorporation and later adopt bylaws.
What is the difference between a certificate of incorporation and articles of incorporation?
The certificate of incorporation is the confirmation issued by the Secretary of State’s office once the articles are accepted. The articles themselves are the legal documents you submit to file articles of incorporation.
How do bylaws work with articles of incorporation?
Bylaws are adopted after filing and guide how the board of directors governs the corporation. Articles create the corporation; bylaws explain how it operates internally.
Are articles of incorporation public record?
Yes. Once accepted, the documents become part of the public record maintained by the state agency. Anyone can look up basic information such as the company name, street address, and registered agent.
How many authorized shares should a new business issue?
Most corporations authorize a high number of shares (often 10 million) to allow flexibility for fundraising. Issuing shares of stock is different from authorizing them; authorized shares give room to allocate equity later.
What is the role of an incorporator?
The incorporator is the individual or entity who prepares and submits the filing. After the articles are accepted, the incorporator’s role usually ends, and control passes to the board of directors.
How do articles of incorporation compare to articles of organization?
Articles of organization are used for LLCs, while articles of incorporation apply to corporations. Both create a recognized business entity with liability protection, but the business structure and compliance obligations differ.