Articles of Incorporation

The Articles of Incorporation (called a Certificate of Incorporation in Delaware and a few other states) is the public document that brings a corporation into legal existence. It is filed with the Secretary of State or equivalent corporate registry of the state of formation - Delaware, Nevada, Wyoming, California, Texas and so on - and once accepted, the corporation exists from the date stamped on the certificate. The articles must specify the corporate name (which must contain a corporate identifier like Inc., Corp., Co., or Ltd. and must not collide with an existing registered name), the address of the registered office and the name of the registered agent in the state, the corporate purpose (most jurisdictions accept a broad "any lawful business" clause), the authorized share structure including the number of shares, par value if any, and any class designations, and the name and address of the incorporator. Optional but common provisions include director liability limitations under DGCL Section 102(b)(7), indemnification provisions, and supermajority voting rules. After filing, the incorporator typically signs an Action of Incorporator appointing the initial board, and the board then adopts bylaws. Filing fees range from around 89 US dollars in Delaware to several hundred dollars in larger states. Amendments to the articles after incorporation generally require board approval and a shareholder vote.

You file the Articles of Incorporation as the very first step of forming a US C-Corp - typically through a registered-agent service like Corporation Trust, CSC, Cogency Global, Stripe Atlas, or Clerky. Once accepted, the time-stamped certificate becomes the document banks, payment processors, and investors use to verify the entity exists. You will reference the authorized share count from the articles in every cap-table calculation and stock-issuance resolution thereafter.