How many authorized shares should the Articles authorize?

Most venture-backed Delaware C-Corps authorize 10 million shares of common stock at the start, of which 8 million are typically issued to founders and 2 million are reserved for the option pool. The authorized number can be increased later by amendment but doing so requires a board and shareholder vote and a state filing fee.

Can the Articles of Incorporation be amended after filing?

Yes. Common amendments include changing the company name, increasing authorized shares, creating preferred stock classes for a Series A round, and adopting director liability waivers. Amendments require board approval, shareholder approval, and a Certificate of Amendment filed with the Secretary of State.

Glossary/Filings & Documents/Articles of Incorporation

Filings & Documents

Articles of Incorporation

Articles of Incorporation is the founding charter document filed with a US state to legally create a corporation, setting out its name, purpose, registered agent, and authorized share structure.

What Articles of Incorporation is

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.

When you will meet Articles of Incorporation

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.

Where this comes up in our guides