Clients often come to us because they have been asked to provide a document called the "Certificate of Organization". This document is commonly requested by financial institutions during financing or merger related activities. It can also be requested by insurance companies, attorneys, accountants, and more.
This document frequently causes confusion because it has a variety of names, based on the state the entity was formed in. You may be asked for your Certificate of Formation, Articles of Organization, Certificate of Organization, Articles of Formation, or your company formation documents.
In Delaware, this document is called the Articles of Incorporation (for a corporation) or Articles of Formation (for an LLC).
When the term "formation" is used, it's referring to an LLC. When the term "incorporation" is used, it's referring to a corporation, regardless of whether "articles" or "certificate" is in front of it.
All of the terms mentioned above are referencing the same document - the document that proves the creation of your company or corporation.
You may be asked for your Certificate of Organization (or any variation of this term) and you'll present them with your Articles of Formation.
When you form a corporation or LLC with The Incorporators, we send you this document with your package.
If you choose one of our E-Kits, you will have received this document via email.
If you chose one of our Basic, EZ Snap Kit, or Executive packages, you will have received this from us via UPS along with your corporate supplies (based on package).
This document has a file-stamp from the state of Delaware on it, confirming the existence of your company. You may be required to provide a Certified Copy of your Articles of Incorporation/Formation, though a Plain Copy may be acceptable in certain situations. We can provide you with either.
If you have any questions about your Articles of Incorporation or Articles of Formation documents, feel free to give us a call at 800-223-3928. We'd be happy to assist you!
DISCLAIMER: The Incorporators LTD. is a business formation service company only.
All content on this site is for informational purposes only and should not be construed as legal, taxation or financial advice or services.
Articles of Incorporation are a set of documents that establish the existence of a corporation. The articles are filed with the secretary of state or whatever agency handles business filings in your state of formation. The articles become public record and are designed to provide important information about your corporation including its name, address, contact information, and details about its stock.
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Last Updated: October 8, 2022 by the TRUiC Team
What are Articles of Incorporation?
When starting a business there are a few options when it comes to what type of business entity you’d like to form. Most businesses begin as sole proprietorships or general partnerships before making the decision to form either corporations or limited liability companies (LLCs). Before making the decision, you should determine which option will best serve you and your business goals.
The most universally appealing benefit of incorporating is limited liability protection. When your articles of incorporation have been filed, your business becomes its own separate entity. This draws down the corporate veil that will protect your personal assets in the event of legal action against your business. LLCs provide the same limited liability protection as corporations.
How your business is taxed is another vital consideration when choosing the right entity for you. Both LLCs and S corporations use pass-through taxation, with owners or shareholders reporting earnings and losses on their personal tax return. C corporations, on the other hand, are taxed at the flat corporate tax rate of 21%, with dividends subject to both corporate and personal taxation.
Each business structure comes with both advantages or disadvantages depending on your particular situation. When making your decisions you should consider factors like your personal marginal tax rate, how many members or shareholders you plan to have, what business expenses you’d like to deduct, how formal you’d like your business structure to be, and how important limited liability protection is to you.
Articles of Incorporation Vs. Articles of Organization
Articles of incorporation are used to create corporations, while articles of organization are filed to form LLCs. Articles of incorporation may also be known as certificates of incorporation or corporate charters.
What to Prepare Before Filing
When it comes to preparing your articles of incorporation, each state’s requirements will vary. Generally speaking, you’ll need to provide:
- Your Company Name: Before filing your articles of incorporation, be sure the company name you want is not already taken. Most states require the addition of a corporate designation such as “Inc.” after your company name.
- A Business Address: This is your principal place of business and must be a street address. P.O. Boxes are not permitted.
The Company’s Purpose: Most states allow a broad description, such as “to engage in lawful activity,” but some states will require you to be more specific. Review your state requirements before completing this section. - A Registered Agent: A registered agent is someone who has agreed to accept service of lawsuits and other official documents on behalf of the corporation. All states require registered business entities to select a registered agent. While a business owner may serve as their own registered agent, hiring a professional is highly recommended.
- Incorporators, Officers, Directors and Other Members: An incorporator is a person or company filing articles of incorporation with the state. Most states require the incorporator’s name, address, and signature to be included. Some states also require the names and addresses of directors and other members of the corporation.
- Number and Type of Shares: Your articles of organization should also include information regarding the number of shares your corporation is authorized to issue, classes of shares, and the value of each share.
- An Effective Start Date: Some states allow you to choose the date your company effectively starts doing business. Others states will assign this date when your articles of incorporation are processed. In either case, the date can never be in the past.
- Non-profit requirements: Non-profits are typically required to provide additional information to establish their eligibility for 501(c)(3) status.
Where Do I File?
When you’re ready to file, you’ll need to submit your articles of incorporation to your secretary of state or whatever state agency accepts business filings. Be sure to double-check exactly where you are supposed to send your paperwork. Sending it to the wrong office will delay the approval process.
Do I Need a Lawyer to File?
It is typically not necessary to hire a lawyer to assist with filing your articles of incorporation. If you do not feel comfortable filing completely on your own, you may seek assistance from services like IncFile, Legal Zoom, or Rocket Lawyer. You can find a list of the top 5 legal assistance websites here.
How Long Will it Take to Incorporate My Business?
Processing times for your articles of incorporation will vary by state. In Alaska and Hawaii turnaround can be as fast as 3 to 4 days, while Delaware can take 4 to 6 weeks.
Below is a current list of approximate wait times for each state. Many states also offer expedited processing for an additional fee.
- Alabama: 15 to 20 business days
- Alaska: 3 to 4 business days
- Arizona: 12 to 23 days, 4 to 9 days if expedited
- Arkansas: 3 to 5 business days
- California: ~4 weeks, ~2 weeks if expedited
- Colorado: 3 to 4 business days
- Connecticut: 15 to 20 business days, ~1 week if expedited
- Delaware: 4 to 6 weeks, ~1 week if expedited
- District of Columbia: 15 to 20 business days, ~5 business days if expedited
- Florida: 3 to 4 business days
- Georgia: 12 to 15 business days, ~3 to 5 business days if expedited
- Hawaii: 3 to 4 days
- Idaho: 5 to 7 business days
- Illinois: 20 to 25 business days, 3 business days if expedited
- Indiana: 3 to 4 business days
- Iowa: 15 to 20 business days
- Kansas: 3 to 4 business days
- Kentucky: 10 to 12 business days
- Louisiana: 5 to 7 business days
- Maine: 15 to 20 business days, 1 week if expedited
- Maryland: 10 business days, ~1 week if expedited
- Massachusetts: 5 to 7 days
- Michigan: 15 to 20 business days, ~4 business days if expedited
- Minnesota: ~5 business days
- Mississippi: 8 to 12 business days
- Missouri: 10 to 15 business days
- Montana: 15 to 20 business days, ~8 business days if expedited
- Nebraska: 15 to 20 business days
- Nevada: 3 to 5 business days
- New Hampshire: 15 to 20 business days
- New Jersey: ~2 business days
- New Mexico: 8 to 10 weeks, ~3 to 4 weeks if expedited
- New York: ~3 business days
- North Carolina: 20 to 25 business days, ~1 week if expedited
- North Dakota: 15 to 20 business days
- Ohio: 10 to 15 business days, ~1 week if expedited
- Oklahoma: 3 to 4 business days
- Oregon: 3 to 4 business days
- Pennsylvania: 5 to 7 business days
- Rhode Island: 3 to 4 business days
- South Carolina: 15 to 20 business days
- South Dakota: 15 to 20 business days
- Tennessee: 2 to 3 business days
- Texas: 3 to 4 business days
- Utah: 15 to 20 business days
- Vermont: 15 to 20 business days
- Virginia: 3 to 5 business days
- Washington: 7 to 10 business days
- West Virginia: 15 to 20 business days
- Wisconsin: 10 to 15 business days, ~3 business days if expedited
- Wyoming: 15 to 20 business days
If you’d like to know more about hiring a professional service to set up a corporation for you, take a look at our Top 7 Business Formation Services review.
FEATURED ARTICLES
How to form an LLC
What is an LLC?
What is a Registered Agent?
LLC Taxes