Filing incorporation documents is one of the first steps for creating a corporation. Which ones you require depends on your company’s structure and where your business is located.
We’ll cover what these documents are, which ones you need and where to get them.
What Are Incorporation Documents?
Incorporation documents are forms you file with a government body to create a corporation or a limited liability company (LLC). Filing these documents officially establishes your company as a business entity with legal rights and responsibilities. These include the right to your business name and the responsibility to pay taxes.
The documents required to launch a company vary depending on whether you are creating a corporation or an LLC. For a corporation, the main business formation documents you must file are called articles of incorporation. For an LLC, the main entity formation documents are called articles of organization.
In addition to these primary documents, you must file other incorporation paperwork to create and maintain your business as a legal entity. These additional forms document information such as how your business will be managed, how stocks and dividends will be distributed, what decisions your board makes and how your company performs.
The exact legal incorporation documents you must file vary with your type of business, whether you require nondisclosure agreements (NDAs) and whether you plan to issue stocks.
Why Do You Need Incorporation Documents?
Incorporation documents serve a number of critical functions:
- They keep you in legal compliance
- They publicly document when you started your company
- They protect your legal right to use your business name
- They provide documentation for tax purposes
- They identify who is entitled to manage your company
- They document key business decisions
- They lay out how stocks and dividends will be handled
- They provide documentation for stockholders
Incorporation documents help protect your legal rights as well as helping you meet your legal obligations to regulatory agencies, stockholders and tax authorities.
Types of Incorporation Documents
The most common corporate formation documents include:
- Name reservation documents
- Articles of incorporation
- Articles of organization
- Corporate bylaws
- Operating agreements
- Shareholder agreements
- Stock certificates
- NDAs
- Meeting minutes
- Board resolutions
- Annual reports
You don’t necessarily need to file all these corporate organizational documents. Some are only necessary for corporations or LLCs. Others are only needed if you plan to issue stocks.
In the U.S., name reservation documents are only required in some states and are optional elsewhere. Nondisclosure agreements are only necessary if you plan to require legally binding confidentiality contracts of business owners, members or managers.
Let’s delve into more details about what these various documents are, when you need them and how to obtain them.
Name Reservation Documents
In the U.S., filing a name reservation request form with a state government allows you to reserve a business name or multiple names so that no one else in that state can start a business with that name until your reservation expires. This can be useful if you aren’t sure which name you want to use yet or if you want to reserve a name before you finish filing your other incorporation paperwork.
Note that a name reservation request is only good in the state where you file it. If you want to operate in multiple states, you’ll need to file multiple reservations.
Each state has its own name reservation request form, generally available from the website for the secretary of state. The only state that strictly requires one is Alabama.
Articles of Incorporation
Articles of incorporation are filed with states to formalize the creation of corporations. They can go by other names, including certificates of incorporation, corporate charters and articles of association.
Only corporations are required to file articles of incorporation.
Forms for articles of incorporation require basic information, typically including:
- Name of corporation
- Type of corporate structure (such as profit or nonprofit)
- Name and address of the registered agent
- Names and addresses of boards of directors
- Number and type of authorized shares
- Whether the corporation is intended to have perpetual existence or a limited duration
- Name, signature and address of the person creating the corporation, known as the incorporator
Articles of incorporation forms are available from each state’s secretary of state.
Articles of Organization
Articles of organization are LLC formation documents. They serve the same function for LLCs that articles of incorporation serve for corporations. Only LLCs are required to file articles of organization.
Forms for articles of organization request basic information such as:
- Name of LLC
- Name and address of the registered agent
- Whether the LLC will be vested in managers or members
- Names, addresses and signatures of each person filing the form, known as the organizers
Articles of organization forms are available from each state’s secretary of state.
Corporate Bylaws
Corporate bylaws lay out the rules which govern how a corporation is managed. They are usually adopted at a corporation’s first board meeting. Only corporations use corporate bylaws.
Corporate bylaws typically document information such as:
- Where and when the corporation will hold board of directors’ meetings
- Where and when the corporation will hold shareholder meetings
- Voting requirements for directors and shareholders
- Types of officers and their duties
- How directors and officers are elected and replaced
- Procedures for adopting resolutions
- Procedures for corporate recordkeeping
- Procedures for amending articles of incorporation and corporate bylaws
Some states require corporate bylaws, while others do not, so check with your state’s requirements. Even if you aren’t required to have corporate bylaws, they can be useful for documentation.
You can draw up bylaws from an online template or hire an attorney to draft them.
Shareholder Agreements
Shareholder agreements are contracts between shareholders that supplement bylaws. They are often used when corporations have a small number of shareholders who want to bind themselves to private arrangements more specific than those covered in bylaws.
Shareholder agreements are optional. They can be used by corporations that issue stock. They may cover matters such as:
- Ownership and voting rights of shareholders
- How shareholders can nominate members for the board of directors
- How much capital shareholders will contribute to the company
- Restrictions on shareholders working with competitors
- How shares are priced
- How parties outside the corporation may become shareholders in the future
- How shareholder exits from the company will be handled
- How shareholder disputes will be handled
Shareholder agreements can be developed from online templates or drawn up by an attorney.
Operating Agreements
Operating agreements are entity documents for LLC companies that set forth agreements between members on how the company is to be managed. They serve a function for LLCs similar to how corporate bylaws serve corporations.
Most states don’t require LLCs to use operating agreements. However, some do. Check your secretary of state’s website for details.
Operating agreements may cover issues such as:
- Member ownership percentages
- Voting rights and procedures
- Responsibilities of members and managers
- Rules governing meetings
- Profit and loss distributions
- How ownership transfers will be handled if one owner ceases to be part of the LLC (buyout and buy-sell agreements)
Operating agreements can be customized from online templates or drawn up by attorneys.
Stock Certificates
Stock certificates are documents that record the sales and purchase of corporate stock. They are used by corporations that issue stock.
Stock certificates include vital details about stock transactions, such as:
- The company’s name
- The shareholder’s name
- The date of the stock sale
- The signature of the board member authorizing the sale
In the past, stock certificates were printed, but these days they are often issued digitally. Most states don’t require companies to issue stock certificates as long as stock sales are recorded in a ledger or electronic format. However, some states require paper stock certificates for certain types of stock sales.
You can print your own stock certificates or create digital ones from online templates. Your certificates should conform to guidelines for the form and content of certificates established by the Model Business Corporation Act (MBCA).
NDAs
NDAs are agreements by members of an organization not to disclose sensitive information to outside parties. For example, a company might use an NDA to prohibit members from revealing research and development advances to competing companies.
NDAs can be used by both corporations and LLCs. They are optional. You can create an NDA from a template or by having a lawyer write one up.
Meeting Minutes
Meeting minutes record who attended company meetings and what important decisions were made. Most states require corporations to maintain records of meeting minutes in case an audit is necessary. LLCs may elect to do so.
Meeting minutes record information such as:
- The date and time of the meeting
- Who attended
- Election or resignation of officers
- Contractual decisions
- Financing decisions
- Stock transactions
You can obtain templates for meeting minutes from online resources such as board management software provider Boardable.
Board Resolutions
Board resolutions supplement meeting minutes by documenting how board members voted on issues. Board resolutions aren’t required by law, but can be important references if legal issues arise. They are used for situations such as:
- Electing officers
- Selling shares
- Acquiring companies
- Funding projects
- Approving loans
Board resolution formats typically include:
- The date of the resolution
- The number of the resolution
- The title of the resolution
- A description of what the board decided
You can obtain templates for board resolutions from online resources such as board management software provider BoardEffect.
Annual Reports
Annual reports document yearly updates on key information about your company. This typically includes:
- Your business address
- The names and addresses of your owners
- The name and address of your registered agent
Most states require both corporations and LLCs to file annual reports by a specific date. States requiring this have their own annual report forms which can be accessed online through the website for the secretary of state or other responsible state agency.
Which Incorporation Documents Do You Need for Different Types of Businesses?
Your legal obligations for filing incorporation documents vary based on your type of business as well as where you live. Some states require certain documents which are optional in other states.
Corporations
Incorporation documents relevant to corporations include:
- Name reservation documents (optional in most states)
- Articles of incorporation
- Corporate bylaws (optional)
- Shareholder agreements (optional)
- Stock certificates (optional)
- NDAs (optional)
- Meeting minutes (mandatory in some states)
- Board resolutions (optional)
- Annual reports (mandatory in most states)
Requirements vary by state.
LLCs
Relevant LLC organizational documents can include:
- Name reservation documents (optional in most states)
- Articles of organization
- Operating agreements (optional)
- NDAs (optional)
- Annual reports (mandatory in most states)
Check with your state to be sure of the requirements which apply to your company.
File Your Incorporation Documents to Launch Your Company
Filing your incorporation documents creates your corporation or LLC as an official business entity with legal rights and responsibilities. Submitting these documents is crucial for protecting your legal rights, filing taxes and interacting with stockholders.
The most fundamental incorporation documents for corporations are articles of incorporation, while the counterpart for LLCs are articles of organization. In addition to these documents, corporations and LLCs must file other essential paperwork and can elect to file optional forms. The exact documents you need vary based on your business structure, whether you require NDAs and whether you issue stocks.
File the forms you need to get your business up and running.
