Free Articles of Incorporation Templates
Articles of Incorporation is the legal document that creates your corporation. It’s filed with the Secretary of State and establishes your company’s name, share structure, registered agent, and purpose. Download our free templates for C-Corps, S-Corps, and nonprofits.
What Are Articles of Incorporation?
Articles of Incorporation (also called a Certificate of Incorporation in Delaware, or a Charter in some states) is the founding document that legally creates your corporation. When you file this document with your state’s Secretary of State and pay the filing fee, your corporation officially comes into existence.
Think of it as the birth certificate of your company. It establishes the basic facts — the name, the purpose, the share structure, and who is responsible for the initial filing. Everything else — bylaws, shareholder agreements, board resolutions — builds on this foundation.
Articles of Incorporation vs. Articles of Organization
These two documents are often confused. Articles of Incorporation create a corporation (C-Corp or S-Corp). Articles of Organization create an LLC. They serve the same function — bringing a legal entity into existence — but for different entity types. If you’re forming an LLC, you need Articles of Organization instead.
What Happens After Filing
Once the state approves your Articles of Incorporation, your corporation exists as a legal entity. But formation is just the first step. You’ll still need to adopt bylaws, hold an organizational board meeting, appoint officers, issue stock, obtain an EIN, and set up banking. The Articles create the entity — everything else brings it to life.
Choose Your Articles of Incorporation Template
Select the version that matches your corporate structure and purpose.
C-Corporation
Standard for-profit corporation. The default corporate structure — suitable for businesses planning to raise investment, issue stock options, or retain earnings at the 21% corporate tax rate.
- General business purpose clause
- Authorized share structure (common stock)
- Registered agent designation
- Incorporator information
- Perpetual duration
S-Corporation
Same formation document as a C-Corp — the S-Corp election happens separately via IRS Form 2553. This template includes provisions compatible with S-Corp eligibility requirements.
- Single class of stock only
- S-Corp compliance language
- Shareholder restriction provisions
- Registered agent designation
- Standard business purpose clause
Nonprofit (501(c)(3))
Includes IRS-required language for tax-exempt organizations. The purpose clause and dissolution clause must use specific wording or the IRS will reject your 501(c)(3) application.
- IRS-compliant purpose clause (Section 501(c)(3))
- Required dissolution clause
- Private inurement prohibition
- Political activity restriction
- No-stock / membership structure
Specialized Templates
State-specific and situation-specific versions for common incorporation scenarios.
🏛️ Delaware Certificate of Incorporation
Delaware uses “Certificate of Incorporation” instead of “Articles.” Includes standard VC-ready provisions — 10M authorized shares, $0.0001 par value, broad purpose clause, and indemnification language.
Download template →🚀 Startup-Ready Articles
Optimized for VC fundraising. Includes authorized common and preferred stock, blank check preferred provisions, QSBS-eligible language, and broad indemnification clauses.
Download template →⚕️ Professional Corporation
For licensed professionals — doctors, lawyers, accountants, architects. Includes professional purpose limitation and shareholder licensure requirements per state regulations.
Download template →What to Include in Articles of Incorporation
Every state requires slightly different information, but these elements are universal.
Corporate Name
Must be distinguishable from existing entities in your state and include a corporate designator — “Inc.,” “Corp.,” “Corporation,” or “Incorporated.”
Purpose
Most for-profit corporations use a general purpose clause: “any lawful business.” Nonprofits must specify their exempt purpose using IRS-approved language under Section 501(c)(3).
Authorized Shares
Number and type of shares the corporation is authorized to issue. Startups typically authorize 10,000,000 shares of common stock at $0.0001 par value. Can include multiple classes (common + preferred).
Registered Agent
Name and physical address of the person or service designated to receive legal documents and state correspondence on behalf of the corporation.
Incorporator
The person signing and filing the Articles. Can be a founder, attorney, or formation service. The incorporator’s role ends after filing — ongoing authority is held by directors and officers.
Principal Office
Some states require the corporation’s principal business address. This can be different from the registered agent address and can be a home address or virtual office.
Initial Directors
Some states require listing initial directors in the Articles. Others allow directors to be appointed later at the organizational meeting. Check your state’s requirements.
Duration
Most corporations exist in perpetuity — no expiration date. Some states ask you to specify this; others default to perpetual existence. Nonprofits typically also have perpetual duration.
Understanding Share Structure
The share structure you put in your Articles of Incorporation determines how ownership is divided, how much stock you can issue, and what rights shareholders have. Getting this right at formation saves you from expensive amendments later.
Authorized vs. Issued Shares
Authorized shares are the maximum number your corporation is allowed to issue — set in the Articles. Issued shares are shares actually given to shareholders. You can authorize 10,000,000 shares but only issue 1,000,000 — the remaining 9,000,000 are available for future employees, investors, and option pools without needing to amend your Articles.
Par Value
Par value is the minimum price per share set in the Articles. For startups, this is typically $0.0001 or $0.001 — essentially nominal. Par value affects Delaware franchise tax calculations (use the Assumed Par Value Capital method to minimize tax) and establishes the legal minimum consideration for share issuance. No-par-value shares are allowed in some states.
Common vs. Preferred Stock
Common stock represents basic ownership with voting rights and residual claim on assets. Preferred stock has special rights — liquidation preferences, anti-dilution protections, board seats, dividend preferences — negotiated during funding rounds. Most startups initially authorize only common stock, then amend to add preferred stock at the first priced round.
How Many Shares to Authorize
For VC-track startups: 10,000,000 shares of common stock at $0.0001 par value is the standard. This gives you enough shares for founder allocations (typically 60–80%), an employee option pool (15–25%), and initial investors without needing to amend early. For small businesses not raising investment, 1,000–100,000 shares is sufficient.
Special Requirements for Nonprofit Articles
The IRS requires specific language in your Articles of Incorporation to qualify for 501(c)(3) status.
Required IRS Language
- Purpose clause: Must state the organization is formed exclusively for charitable, religious, educational, scientific, or literary purposes under Section 501(c)(3)
- Dissolution clause: Must direct remaining assets to another 501(c)(3) upon dissolution — not to founders, directors, or private individuals
- Private inurement: Must prohibit any earnings from benefiting private shareholders or individuals
- Political activity: Must prohibit participation in political campaigns for or against candidates
What Happens Without It
- IRS rejects your Form 1023 application outright
- You must amend your Articles and refile — adding months of delay
- State may charge amendment fees ($10–$100+)
- Donors cannot take tax deductions until status is approved
- Grant applications are ineligible without determination letter
- Fundraising may violate state charitable solicitation laws
Get this right the first time. The IRS is strict about the wording in nonprofit Articles of Incorporation. Our nonprofit template includes the exact language the IRS requires — purpose clause, dissolution clause, private inurement prohibition, and political activity restriction. Using our template avoids the most common rejection reason for 501(c)(3) applications.
State-by-State Variations
Each state has its own form, terminology, and requirements for Articles of Incorporation.
🏛️ Delaware
Called “Certificate of Incorporation.” Filed with Division of Corporations. $89 filing fee. Does not require listing directors. Franchise tax based on shares or assumed par value method.
🌉 California
Called “Articles of Incorporation.” Filed with Secretary of State. $100 filing fee. $800 annual franchise tax applies immediately. Must specify number of shares authorized.
🗽 New York
Called “Certificate of Incorporation.” Filed with Department of State. $125 filing fee. Must include county of principal office. No-par-value shares are common.
🤠 Texas
Called “Certificate of Formation.” Filed with Secretary of State. $300 filing fee. Must include purpose statement and management structure. Online filing available.
🌴 Florida
Called “Articles of Incorporation.” Filed with Division of Corporations. $70 filing fee. Must include effective date and initial directors. Annual report due by May 1.
🏔️ Wyoming
Called “Articles of Incorporation.” Filed with Secretary of State. $100 filing fee. No state income tax. Low-cost annual report ($50 or 0.02% of assets in WY). Strong privacy protections.
🏛️ Nevada
Called “Articles of Incorporation.” Filed with Secretary of State. $75 filing fee. Must include names and addresses of initial directors. No state corporate income tax.
🌲 Washington
Called “Articles of Incorporation.” Filed with Secretary of State. $180 filing fee. No personal income tax. Business & Occupation tax applies. Online filing available.
Requirements and fees change. Always verify current rules with your state’s Secretary of State before filing. See all 50 state guides.
How to File Articles of Incorporation
The process from template to approved corporation.
Download & Customize
Download the template that matches your entity type (C-Corp, S-Corp, or Nonprofit). Fill in your corporate name, share structure, registered agent, and incorporator details. Verify your state’s specific requirements.
Check Name Availability
Search your state’s business entity database to confirm your chosen name is available. Most states offer free online searches. Consider reserving the name ($10–$50) if you need time before filing.
File with the State
Submit your Articles online, by mail, or in person with the Secretary of State. Pay the filing fee. Most states now offer online filing with credit card payment. Processing takes 1–10 business days for standard service.
Receive Your Filed Copy
The state returns a stamped/approved copy of your Articles — this is proof your corporation exists. You’ll need this for banking, EIN applications, and investor due diligence. Keep it with your permanent corporate records.
Complete Post-Filing Steps
Adopt bylaws, hold your organizational board meeting, appoint officers, authorize share issuance, obtain your EIN from the IRS, and open a business bank account. File Form 2553 within 75 days if electing S-Corp status.
File for Tax-Exempt Status (Nonprofits)
If forming a nonprofit, file IRS Form 1023 or 1023-EZ for 501(c)(3) status after receiving your approved Articles. Then register for state tax exemptions and charitable solicitation as required.
Common Articles of Incorporation Mistakes
Errors at incorporation can be expensive and time-consuming to fix later.
Wrong Share Count
Authorizing too few shares means amending your Articles (and paying amendment fees) before you can issue stock to employees or investors. Authorizing too many in Delaware means higher franchise tax. The standard 10M shares at $0.0001 par value avoids both problems.
Missing Nonprofit Language
Omitting the IRS-required purpose clause or dissolution clause in nonprofit Articles guarantees rejection of your 501(c)(3) application. You’ll have to amend, refile with the state, and restart the IRS process — adding months of delay and hundreds in fees.
Name Already Taken
Filing without checking name availability results in rejection and wasted filing fees. Always search your state’s database first. Better yet, reserve the name for $10–$50 while you prepare your filing.
Wrong State Form
Each state has its own official form or format requirements. Using a generic template without verifying your state’s specific rules can result in rejection. Delaware, California, and Texas each have unique requirements and terminology.
No Registered Agent
Every corporation must designate a registered agent with a physical address in the state of incorporation. Using a P.O. box or an address outside the state will result in rejection. Use a registered agent service if you don’t have a physical address in the state.
Skipping Post-Filing Steps
Filing Articles creates the corporation — but it doesn’t make it operational. Skipping bylaws, the organizational meeting, officer appointments, and share issuance leaves your corporation legally incomplete. Courts and the IRS can challenge your corporate status.
Related Templates & Guides
Everything you need after filing your Articles of Incorporation.
Corporate Bylaws Template
After filing Articles, adopt bylaws governing board meetings, officer elections, shareholder rights, and corporate procedures.
Download template →Stock Purchase Agreement
Issue founder shares after incorporation. Covers purchase price, vesting schedule, transfer restrictions, and 83(b) election notice.
Download template →How to Incorporate
Complete incorporation guide — C-Corp vs S-Corp, share structure, bylaws, QSBS eligibility, and Delaware incorporation explained.
Read the guide →Board Resolution Template
Document board decisions for opening bank accounts, authorizing contracts, approving officers, and issuing shares.
Download template →Nonprofit Bylaws Template
Board structure, meeting requirements, conflict of interest policy, and whistleblower provisions for 501(c)(3) organizations.
Download template →Nonprofit Formation Guide
From mission statement to 501(c)(3) determination letter — the complete guide to starting a tax-exempt nonprofit.
Read the guide →Articles of Incorporation FAQ
Quick answers to the most common questions about incorporating.
Are Articles of Incorporation public records?
Yes. Articles of Incorporation are filed with the state and become public records. Anyone can look up your corporation’s Articles through the Secretary of State’s online database. This is one reason some founders use a registered agent address rather than a home address and list an incorporator (attorney or formation service) rather than their personal name.
Can I amend my Articles of Incorporation later?
Yes. You can file Articles of Amendment to change your corporate name, increase authorized shares, add preferred stock classes, change your registered agent, or modify any other provision. Amendment fees range from $25 to $150 depending on the state. Board and shareholder approval is typically required.
Do I need a lawyer to file Articles of Incorporation?
For a straightforward for-profit corporation, no — you can use our template and self-file. For nonprofits, legal review is recommended to ensure IRS-required language is correct. For VC-track startups planning to raise capital, having a startup attorney review your Articles ($500–$1,500) prevents costly mistakes with share structure and investor-facing provisions.
What’s the difference between Articles and a Charter?
They’re the same document with different names. “Articles of Incorporation” is used in most states. Delaware uses “Certificate of Incorporation.” Some states use “Charter” or “Corporate Charter.” The content and function are identical — it’s the founding document that creates the corporation.
How many shares should I authorize?
For startups: 10,000,000 shares of common stock at $0.0001 par value. This gives you room for founders, employees, and investors without frequent amendments. For small businesses: 1,000–100,000 shares. For Delaware corps, be mindful that authorized shares affect franchise tax calculations — use the Assumed Par Value method to minimize tax.
What’s the difference between Articles of Incorporation and Articles of Organization?
Articles of Incorporation create a corporation (C-Corp or S-Corp). Articles of Organization create an LLC. Different entity types, different documents. If you’re forming an LLC, use our Articles of Organization template instead.
Can a non-US citizen file Articles of Incorporation?
Yes. There are no citizenship or residency requirements for filing Articles of Incorporation in any US state. Foreign nationals regularly incorporate C-Corps (particularly in Delaware) for US business operations. You will need a registered agent with a physical address in your state of incorporation.
How long does it take to get Articles approved?
Standard processing: 3–10 business days in most states. Delaware offers same-day and 24-hour expedited service for additional fees ($50–$1,000+). California, Texas, and Florida typically process within 5–7 business days. Online filings are generally faster than mail submissions.
Disclaimer: These templates are provided for educational purposes and as general-purpose starting points. Each state has specific form requirements and filing rules that may differ from these templates. Always verify your state’s current requirements before filing. For nonprofit incorporations, we strongly recommend legal review to ensure IRS-required language is properly included. LegalZone.com is not a law firm and does not provide legal advice.
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