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Articles of Incorporation

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Virginia



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Your Articles of Incorporation

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ARTICLES OF INCORPORATION
A Virginia Stock Corporation

In compliance with the requirements of A Virginia Stock Corporation, and for the purposes of forming a for-profit business corporation in Virginia, the undersigned desire to form a corporation according to the following Articles of Incorporation.

  1. Corporate Name
  2. The name of the corporation is ____________________ (the "Corporation").
  3. Duration
  4. The duration of the Corporation is perpetual.
  5. Registered Office and Registered Agent
  6. The registered agent is an individual who is a resident of Virginia and also an initial director of the Corporation.  The street address of the initial registered office is ____________________, __________, Virginia, __________. The name of the initial Registered Agent at this Registered Office is __________

    The registered office is physically located in the county of __________

  7. Initial Director
  8. The initial board of directors will consist of one director (individually the "Director" and collectively the "Board of Directors"). The name and address of the person who will serve as Director until the first annual meeting of shareholders or until successors are elected and qualified is set out below:
    Name Address City State Zip Code
    __________ __________ __________ Virginia __________

  9. Authorized Capital
  10. The aggregate total number of all shares that the Corporation is authorized to issue is ______.
  11. Class A Shares
  12. The Corporation is authorized to issue a single class of shares. The total number of shares authorized is ______ Class A par value shares and the par value of each of the authorized Class A shares is $ US Dollars. This class of shares is entitled to receive the net assets of the Corporation on dissolution.

    The Class A voting, cumulative  shares will have the following rights and privileges attached to them and be subject to the following conditions and limitations:

    1. The holders of Class A shares will be entitled to receive, as and when declared by the Board of Directors out of the monies of the Corporation properly applicable to the payment of dividends, cumulative, cash dividends, at the rate to be set by the Board of Directors.
    2. The Class A shares may from time to time be issued as a class without series or, may from time to time be issued in one or more series.  If the Class A shares are issued in one or more series the Board of Directors may from time to time, by resolution before issuance, fix the number of shares in each series, determine the designation and fix the rights, privileges, restrictions, limitations and conditions attaching to the shares of each series but always subject to the limitations set out in the Articles of Incorporation.
    3. The holders of Class A shares will be entitled to one vote for each Class A share held, and will be entitled to receive notice of and to attend all meetings of the shareholders of the Corporation.
    4. In the event of liquidation, dissolution, or winding up of the Corporation, the Class A shareholders will be entitled to share equally, share for share, in the distribution of the assets of the Corporation.
  13. Restrictions on Transfer
  14. No shares of stock in the Corporation will be transferred without the approval of the Board of Directors of the Corporation either by a resolution of the Board of Directors passed at a Board of Directors meeting or by an instrument or instruments in writing signed by all of the Board of Directors.
  15. Preemptive Rights
  16. The shareholders of the Corporation have the preemptive right to purchase any new issue of stock in proportion to their current equity percentage. A shareholder may waive any preemptive right.
  17. Amend or Repeal Bylaws
  18. Bylaws may be adopted, amended, or repealed either by approval of the outstanding shares or by the approval of the Board of Directors. In adopting, amending or repealing a bylaw the shareholders may expressly provide that the Board of Directors may not adopt, amend or repeal that bylaw. The power of the Board of Directors is subordinate to the power of the sharesholders to adopt, amend, or repeal bylaws.
  19. Cumulative Voting
  20. In an election of Directors, each shareholder's number of votes will be calculated by multiplying the number of voting shares they are entitled to cast by the number of Directors being elected.  The shareholder may cast their total votes for a single Director or may distribute them among two or more Directors, as the shareholder sees fit.
  21. Fiscal Year End
  22. The fiscal year end of the Corporation is January 1st.
  23. Indemnification of Officers, Directors, Employees and Agents
  24. The Board of Directors, officers, employees and agents of the Corporation will be indemnified and held harmless by the Corporation and its shareholders from and against any and all claims of any nature, whatsoever, arising out of the individual's participation in the affairs of the Corporation. The Board of Directors, officers, employees and agents of the Corporation will not be entitled to indemnification under this section for liability arising out of gross negligence or willful misconduct of the individual or the breach by the individual of any provisions of this Agreement.
  25. Limitation of Liability
  26. The Board of Directors and officers of the Corporation will not be personally liable to the Corporation or its shareholders for any mistake or error in judgment or for any act or omission believed in good faith to be within the scope of authority conferred or implied by the Articles of Incorporation or by the Corporation. The Board of Directors and officers will be liable for any expenses or damages incurred by the Corporation or its shareholders resulting from any and all acts or omissions involving fraud or intentional wrongdoing.
  27. Incorporator
  28. The name and address of the incorporator of ____________________ are set out below.
    Name Address City State Zip Code
    __________ __________ __________ Virginia __________

  29. Execution
  30. I, the undersigned, for the purpose of forming a corporation under the Virginia Stock Corporation Act, do make, file and record this document, and do certify that the facts stated in this document are true, and I have accordingly set my hand to this document this _____________day of _______________, A.D. 20______.

    BY:


    _________________________
    __________ (Incorporator)
  31. Filer Contact Information
  32. In case of filing difficulties, please contact:
    Name of Filer: ____________________

Last updated September 20, 2022

What are Articles of Incorporation?

Articles of Incorporation are documents filed with the state government to legally document the creation of a corporation. Our Articles of Incorporation template is applicable for both forming a S corporation or C corporation, as well as other less common types of corporations. 

The articles should include:

  • The corporation’s name, location, and purpose
  • The number of shares the corporation is authorized to issue
  • The registered agent’s name and registered office’s address
  • Each incorporator’s name and address
  • The names of each initial director
  • The corporation’s purpose and primary activities
  • Any starting provisions governing the management of the corporation

The specific laws and regulations applicable to incorporating a business vary between states. LawDepot’s template is customized to your state to help ensure you adhere to all your state’s regulations.

Articles of Incorporation are also known as:

  • Certificate of Incorporation
  • Corporate Charter
  • Business Incorporation Papers
  • Articles of Organization
  • Company Constitution

Why should I use Articles of Incorporation?

There are many reasons why you need to use Articles of Incorporation. For starters, they’re a requirement for any company wanting to become a corporation. The articles inform the state government of essential aspects of the business.

The key benefits of incorporation are:

  • Liability protection for the owners
  • Protection of personal assets from business creditors and legal action
  • Tax management options for income and deductions
  • Separate legal entity status, which can make the business more attractive to investors
  • Issue of shares and selling them to raise business capital
  • More credibility and confidence in your business in the marketplace
  • Creates a clearly defined structure for the company

What are the different types of corporations?

There are many types of corporations you can create, but the two most common in the United States are C corporations and S corporations.

C corporation

C corporations are the traditional model of incorporated business and the structure most major companies use.

A C corporation is a legal entity distinct from its shareholders. It can make purchases and take out loans. However, if the corporation runs out of money and has debts to pay, the shareholders aren’t required to use their personal finances to repay the debts. They only stand to lose the money they have invested in the corporation.

The corporation pays corporate tax on its profit. It can then either pay dividends to its shareholders from the profits or pay salaries to shareholders who also serve as employees of the corporation. These payments are considered personal income for the shareholders and, therefore, taxable. 

C corporations come with double taxation because the profits are taxed at the corporate level and again at the shareholder level.

S corporation

S corporations were invented specifically to address the issue of double taxation, which was a heavy burden on smaller corporations. These corporations are limited to 100 shareholders and have only one class of stock.

They’re also “pass-through entities.” Pass-through entities do not pay corporation tax. Instead, profits ‘pass through’ the entity directly to each shareholder to be taxed as part of the shareholder’s income so avoiding double taxation.

What is a registered agent?

Working on the corporation’s behalf, a registered agent is responsible for receiving government documents relating to taxes and any official papers regarding legal actions that concern the business.

They need to have a legal street address in the state where the company is incorporated and are required to be available during regular business hours.

Registered agents are also known as resident agents or statutory agents.

Visit Northwest Registered Agents if you need a registered agent.

How do I create Articles of Incorporation?

You can easily create Articles of Incorporation by filling out LawDepot's questionnaire. Using our template will ensure you complete all the necessary steps:

Step 1: State where the corporation is incorporating

Start your Articles of Incorporation by stating where your company is filing the documents to incorporate. LawDepot has templates that meet the Business Corporations Act requirements of each U.S. state and will customize your articles accordingly.

Step 2: Provide details about the person filing the Articles of Incorporation

The filer is the person who submits the Articles of Incorporation to the Secretary of State of your chosen state. The filer must be one of the corporation’s incorporators.

Provide the following information about the filer:

  • Full name
  • Mailing address
  • City
  • State
  • Zip code
  • Phone number (optional)
  • Email address (optional)

Step 3: State the corporation’s name, purpose and duration

Your Articles of Incorporation need to include the corporation’s name, purpose, and duration.

When naming your corporation, you must ensure it complies with the state’s naming requirements. Each state has its rules, and LawDepot’s questionnaire will show you the requirements of your chosen state.

Your Articles of Incorporation allow you to specify your corporation’s purpose. If you don’t wish to go into detail, your document will say the corporation is forming “for the transaction of any or all lawful business.”

If you know how long your corporation will last, you can specify its end date or the number of years it will be in business. Otherwise, state that its duration is perpetual (i.e., lasting forever).

Step 4: Include details about the registered agent and office

Provide your registered agent’s name, as well as their office’s:

  • Physical and mailing address 
  • City
  • County 
  • State
  • Zip code

Each state has its own requirements for who can act as a registered agent.

For example, in New York, a registered agent isn’t mandatory because the Secretary of State acts as an agent for the service of process for corporations and other business entities. However, a corporation that’s incorporated in New York can still nominate a registered agent.

A common rule is that a corporation can’t act as its own registered agent.

If you don’t have a registered agent, visit Northwest Registered Agents.

Step 5: State the incorporators’ information

The incorporators are the people who create and organize the corporation. One of them then files the Articles of Incorporation with the state. A corporation can have multiple people or business entities act as incorporators.

Include each incorporator’s:

  • Name
  • Address
  • City (optional)
  • State
  • Zip code

Step 6: Provide details about the initial directors (if applicable)

It isn’t mandatory to provide the initial directors’ information in your Articles of Incorporation, but you should include it for completeness. If you do decide to provide the information, include each director’s:

  • Name
  • Address
  • City
  • State
  • Zip code

Step 7: Outline details about shares and stock classes

Your Articles of Incorporation need to outline important details regarding:

  • The aggregate number of shares the corporation is authorized to issue
  • The number of share classes the corporation has
  • The number of shares in each share class
  • The share par value (i.e., the price for each share when purchased directly from the corporation)
  • The voting rights of each share class
  • Whether the shares in each class are redeemable at a fixed rate
  • Whether the dividends in a share class are cumulative

The aggregate number of shares the corporation is authorized to issue

The aggregate authorized shares are the total number of shares a corporation can distribute or issue from all classes. However, the corporation isn’t required to issue all its authorized shares.

Depending on the circumstances, it’s sometimes a good idea to authorize more shares of stock than the corporation initially intends to issue. This allows the company to issue more shares without having to amend its Articles of Incorporation in the future.

However, take into consideration that the filing fee may increase if a greater number of shares are authorized.

The number of share classes and their voting rights

Most corporations only need one class of shares, but LawDepot’s template allows up to 10 classes.

The main reason for issuing more than one class of shares is to allow for investment without diluting voting strength. Corporations do this by issuing one or more additional classes of shares with limited or no voting rights at general meetings.

The corporation can sell these non-voting preference shares to investors while the original owners retain control of the business through their ownership of the common voting shares.

A corporation needs at least one share class with unlimited voting rights or at least two share classes with limited voting rights that, in total, provide for the complete management of the corporation.

Limited-voting and non-voting shares will retain any statutory rights to vote on issues affecting the ownership or conversion of shares of the class. They also have rights regarding matters affecting this class's preferences, limitations, and relative rights.

Redeemability of shares in each class

A corporation may buy back redeemable or preference shares at the discretion of either the shareholders or the corporation.

The shares can be repurchased at either a fixed price or at a redemption price determined by the board of directors when the shares are issued. When the corporation dissolves, the redeemable classes are paid out first, in preference to the ordinary shares at a share price not to exceed the redemption amount.

Preference shares are attractive to investors who wish to make a safer investment. If the company ends up insolvent, preference shareholders are more likely to get their money back because they will be paid out first. The flip side is that shares with a set redemption value can never be worth more than that redemption value. So if the corporation does well, the common shareholders will maximize their profits.

Dividends

Dividends are payments that a company can choose to make to its shareholders out of its profits.

A corporation’s dividends are either cumulative or non-cumulative.

Cumulative dividends are payable annually at a fixed amount. However, if no dividend is declared in a year, then the dividends will remain owing and will be paid out in a future year when the corporation declares a surplus.

Non-cumulative dividends are only paid when the corporation declares a dividend. Dividends are typically non-cumulative.

Step 8: Outline details regarding meetings, voting, and other provisions

Your Articles of Incorporation also need to address management and regulatory matters, such as:

  • The power to adopt, amend, and repeal the Corporate Bylaws for shareholders and directors
  • The date the fiscal year ends
  • The date the Articles of Incorporation become effective
  • Cumulative voting for director elections
  • Whether shares are offered to the public for sale
  • Whether transferring shares requires approval from the directors
  • Whether shareholders will have preemptive rights in certain circumstances
  • Whether the document will include a statement regarding directors, officers, employees, and agents having indemnity
  • Whether the document will consist of a statement regarding the limited liability of the directors

Power to adopt, amend, or repeal the corporate bylaws for directors and shareholders

Directors and shareholders typically both have the power to adopt, amend, and repeal a corporation’s Corporate Bylaws. However, shareholders have the final say in this arrangement. The shareholders also have the authority to state that the directors may not change a specific bylaw.

You also have the option of giving the shareholders full authority over the bylaws and leaving the directors out of it.

Cumulative voting for director elections

Cumulative voting allows minority shareholders to use all the votes they'd typically use in multiple directors' elections and apply them to a single director's election. This option helps prevent a majority shareholder from having the ability to elect all the directors in a corporation. 

For example, if a corporation holds ten elections for ten potential directors, and a minority shareholder has two votes in each election (20 total votes), then cumulative voting allows the shareholder to apply their combined 20 votes to a single director’s election.

Preemptive rights for shareholders

Preemptive rights give a corporation’s current shareholders the right to purchase newly issued shares before anyone else. This allows the shareholders to maintain their percentage of shareholdings

Statement of indemnity for officers, directors, employees, and agents

The indemnity covers any officer, director, employee, or agent acting for the corporation in the normal course of their duties. Usually, the corporation insures or protects those in these roles against any liabilities they might experience.

The indemnity doesn’t extend to gross negligence or willful misconduct by the individual.

How do I file Articles of Incorporation?

The corporation’s filer (who is one of the incorporators) files the Articles of Incorporation on behalf of the business. 

Depending on the state, the incorporator can submit the documents in person, by mail, or electronically to any U.S. Secretary of State of their choosing, even if the corporation isn’t physically located in the state. The filing fees of each state range from $50 (e.g., Arkansas) to $275 (e.g., Massachusetts).

Corporate tax and privacy laws vary between states, and that’s why some bigger corporations choose to incorporate in states where they aren’t physically located. For example, Delaware is known for being “business-friendly.” As a result, nearly 66.8% of Fortune 500 companies and 93% of all U.S.-based initial public offerings have been incorporated there.

However, even though a business can only incorporate in one state, they’re still required to register and pay taxes in every state where they maintain a physical presence or generate income. Because of this, it’s usually more practical for smaller corporations to incorporate in their home state rather than pay taxes in multiple states.

You’ll also need to have your Articles of Incorporation notarized before submitting them to the state. 

Naming your corporation

Before you file your Articles of Incorporation, you need to make sure there are no other businesses with the same name in the state you’re incorporating.

Each state also has its own naming requirements that you must meet. A common rule is that a corporation’s name needs to include the words “corporation," "incorporated," or "limited," or an abbreviation of one of such words. LawDepot’s questionnaire will show you the naming requirements of the state in which you’re incorporating. 

Look up your intended company name in the state you’re incorporating.

States
Alabama Alaska Arkansas
Arizona California Colorado
Connecticut Delaware District of Columbia
Florida Georgia Hawaii
Idaho Illinois Indiana
Iowa Kansas Kentucky
Louisiana Maine Maryland
Massachusetts Michigan Minnesota
Mississippi Missouri Montana
Nebraska Nevada New Hampshire
New Jersey New Mexico New York
North Carolina North Dakota Ohio
Oklahoma Oregon Pennsylvania
Rhode Island South Carolina South Dakota
Tennessee Texas Utah
Vermont Virginia West Virginia
Washington Wisconsin Wyoming

Can Articles of Incorporation be amended?

It’s important to keep the state government updated if any significant changes to the corporation occur. There are instances when it’s necessary to amend your Articles of Incorporation.

Some examples of changes that might result in amendments to Articles of Incorporation include modifications to a corporation’s:

  • Address
  • End date
  • Official company name
  • Purpose
  • Registered Agent
  • Stock information
  • Tax elections (e.g., changing from a C corporation to an S corporation)

Typically, any amendments to the Articles of Incorporation need the approval of the shareholders. A resolution with the proposed changes will be recorded in a Minutes of Shareholders' Meeting document. Once that happens, the corporation can file articles of amendment with the appropriate Secretary of State.

Where can I find my Articles of Incorporation online?

The Articles of a corporation are a matter of public record. If you ever misplace the hard copy of your Articles of Incorporation, you can do a business entity search against your corporation on the Secretary of State website of the state in which the business is incorporated and retrieve the articles there.

Are Corporate Bylaws the same as Articles of Incorporation?

No, Corporate Bylaws are not the same as Articles of Incorporation.

Corporate Bylaws are internal documents that corporations use to outline critical rules and policies that govern their directors, shareholders, and corporate officers, such as rules for meetings and voting rights. Unlike Articles of Incorporation, Corporate Bylaws are not a matter of public record and don’t need to be filed.

Are Articles of Incorporation the same as Articles of Organization?

Articles of Incorporation and LLC Articles of Organization are similar because they are used to legally form and structure a business.

The main difference is that Articles of Incorporation are used to create a corporation while Articles of Organization are used to create a Limited Liability Company (LLC).

LLCs don’t require Articles of Incorporation.

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