Note: This document contains the firm's name and address, the type and amount of stock to be authorized and issued, the type of business activity, a delineation … Delivered to your inbox! Ultra vires acts are any deeds performed beyond the scope of legal authority outlined for a corporation's actions. The offers that appear in this table are from partnerships from which Investopedia receives compensation. Incorporation is a legal process governed by the state. Accessed Oct. 5, 2020. After fighting the American Revolution with Great Britain, the founders of the United States had a healthy fear of corporations after being exploited for years by those in England. State of Michigan. Many businesses in the U.S. and Canada are formed as a corporation, which is a... Special Considerations. "Entrepreneur’s Guide," Page 26. Accessed Oct. 5, 2020. A corporate charter sets forth a corporation's basic information, its location, profit/nonprofit status, board composition, and ownership structure. The articles of incorporation refers to legal documents that a corporation files with a government agency to establish itself as a business organization. Articles of incorporation Legal document establishing a corporation and its structure and purpose. Legal definition of certificate of incorporation: a certificate issued by a state's secretary of state that shows acceptance of a corporation's articles of incorporation. Articles of incorporation generally contain pertinent information, such as the firm’s name, street address, agent for service of process, and the amount and type of stock to be issued. Accessed Sept. 25, 2020. Amazon’s certificate of incorporation, for example, states that the corporation’s purpose is “to engage in any lawful act or activity for which corporations may be organized under the General Corporation Law of Delaware.”. Define articles of incorporation. The IRS offers the following language: in the US and Canada, a document that must be given to a state before a company can be legally created. What you need to know about articles of incorporation. articles of incorporation. Articles of incorporation is a legal document containing important information about the company, and it must be approved by the Secretary of State office. Articles of Incorporation are a document that, when filed with the secretary of state, establish the existence of a new corporation. Articles of incorporation contain details of the way a company is structured and run. The articles of incorporation is a charter that initially establishes the existence of a corporation. Accessed Oct. 5, 2020. These include white papers, government data, original reporting, and interviews with industry experts. Type of corporate structure (e.g., profit corporation, Duration of the corporation, if it wasn't established to exist perpetually, Name, signature, and address of the incorporator, who is the person in charge of setting up a corporation. Other provisions outlined in a company’s articles of incorporation may include the limitation of the directors’ liability, actions by stockholders without a meeting, and the authority to call special meetings of stockholders. The articles of incorporation shall set forth: (1) The name of the corporation. Secretary of the Commonwealth of Massachusetts. The articles of incorporation must be filed with the state at the time of incorporation, and may be amended or repealed as permitted by law and the articles themselves. The articles outline basic information about the corporation, including the type of business, and a description of the business’ operational characteristics. "Articles of Incorporation." 'All Intensive Purposes' or 'All Intents and Purposes'? Articles of incorporation are in the document necessary to register a corporation with a state and acts as a charter to recognize the establishment of a corporation. Many businesses in the U.S. and Canada are formed as a corporation, which is a type of business operation that is formed in the state where the company carries out its operations. They set out a corporation's purpose and regulations. Please enter a valid address. See the newsletters. Depending on the state of incorporation, a company may pay filing fees ranging from $50 (as in Iowa , Arkansas , and Michigan ) to $275 (as in Massachusetts)  as of 2020. Definition A document that officially establishes a new corporation in a state. The Articles of Incorporation provide the basic information needed to form the business and register the business in the state. Many states charge filing fees for a business that incorporates in the state, whether the business operates there or not. To be recognized legally as a corporation, a business must incorporate by taking certain steps and making certain decisions required under corporate law. Broadly, articles of incorporation should include the company's name, type of corporate structure, and number and type of authorized shares. The fees can vary depending on whether the articles of incorporation were filed online or by mail. Bylaws work in conjunction with the articles of incorporation to form the legal backbone of the business. Your Articles of Incorporation may need to include additional items that specifically apply to your situation. Legal Definition of articles of incorporation : a document by which a corporation is formed that sets forth basic information (as the corporation's name, purpose, directors, and stock) usually as required by statute — see also certificate of incorporation — compare bylaws, charter Articles of Incorporation means the Articles of Incorporation of the Issuer as in effect on the Original Issue Date, and as hereafter from time to time amended, modified, supplemented or restated in accordance with the terms hereof and thereof and pursuant to applicable law. Office of the Illinois Secretary of State. In the U.S., articles of incorporation are filed with the Office of the Secretary of State in the state where the business chooses to incorporate. Some states offer more favorable regulatory and tax environments and, as a result, attract a greater proportion of firms seeking incorporation. Articles of incorporation. U.S. Securities and Exchange Commission. In the U.S., articles of incorporation are filed with the Office of the Secretary of State where the business chooses to incorporate. "Forms / Fees / Records Requests." The Articles of Incorporation is a company formation filing applicable to corporate entities. 'Nip it in the butt' or 'Nip it in the bud'? By using Investopedia, you accept our, Investopedia requires writers to use primary sources to support their work. Filing Articles of incorporation registers the company as a corporation (C Corporation) with the state. For example, Delaware and Nevada attract about half of the public corporations in the U.S., in part because of the state laws that protect their corporations. Incorporation is the legal process by which a business entity is formed. Explains what the corporation is, the type of stock that will be issued, and the specific roles of parties within the corporation, such as directors and stockholders. You can learn more about the standards we follow in producing accurate, unbiased content in our. These include the purpose of the company, the process of electing a board of directors and the number of shares in the company. articles of incorporation synonyms, articles of incorporation pronunciation, articles of incorporation translation, English dictionary definition of articles of incorporation. Definition. SEC Form U-1 is an application or declaration made by a company, to the Securities Exchange Commission, of an issue or sale. arbitration. Articles of incorporation are also referred to as the "corporate charter," "articles of association," or "certificate of incorporation.". Controlling instrument that is filed with the appropriate government agency, which sets out a corporation’s purpose, share classes, duration, and terms “Articles of incorporation.” Merriam-Webster.com Legal Dictionary, Merriam-Webster, https://www.merriam-webster.com/legal/articles%20of%20incorporation. The articles include the following information: The address of the corporation Articles Of Incorporation articles of incorporation :a document by which a corporation is formed that sets forth basic information (as the corporation's name, purpose, directors, and stock) usu. Accessed Oct. 5, 2020. (2) The period of duration, which may be perpetual or for a stated number of years. Learn a new word every day. (1) The articles of incorporation must set forth: (a) a corporate name for the corporation that satisfies the requirements of 35-2-305; (b) a statement that: (i) the corporation is a public benefit corporation; Post the Definition of articles of incorporation to Facebook, Share the Definition of articles of incorporation on Twitter. Arkansas Secretary of State. articles of incorporation The document that a firm files with state authorities when establishing a corporation. 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