Considering incorporating a business? You can go through the incorporation process on your own by filing the required documents with your state. The basic incorporation document is called the Articles of Incorporation, or in some states a Certificate of Incorporation. Additional documents may be required by your state. Although each state is different, all have the same general requirements. Go to How to Incorporate in a State for the list of states; click on your state to see its general incorporation requirements.
Do I Need an Attorney to Incorporate a Business?
Sure, you can use an attorney for incorporation tasks, but you can also do much of the work yourself. Just make sure you follow your state's requirements and paperwork. Most states will tell you if you have made a mistake in the official documents.
Use an Attorney to Create Corporate By-laws.
Find an attorney to assist you in preparing your corporate bylaws, which discuss the operations of the corporation. The corporate bylaws are not filed with your state, but are kept by the corporation and made available if audited.
What Information is Required for the Articles of Incorporation?
Although each state has different requirements for information that must be included in the Articles of Incorporation, your state will likely require the following information:
- Name of the corporation. In most states, you must use an appropriate corporate designator (like "Inc.," "corporation", "incorporated", "limited").
- Name and Address of the Registered Agent, sometimes called the "Agent for Service of Process." The registered agent is the individual (it can be an attorney) to whom all official state correspondence is directed.
- Address of the corporation. This is the official address of the corporation, which may be different from the address of your business location.
- Number of Shares. If the corporation is a stock corporation, the aggregate number of shares authorized.
- Names and addresses of shareholders, officers, and board of directors members.
- The date of incorporation.
- Information about Incorporator. In most states, an incorporator must be listed, as the individual who is filing the Articles of Incorporation and any other official documents required by the state (his/her duties are completed once the corporation is incorporated). You will be listed as the "Incorporator" on the Articles of Incorporation.
How Do I Start the Incorporation Process?
Decide on Type of Corporation
You will first need to make some decisions on the type of corporation you are forming. Do you want to be a public or a private corporation? Do you want to sell stock? How much stock do you want to sell? Most new corporations are stock corporations that are privately held (not offered to the general public) and closely held (with only a few stockholders).
Do you want to incorporate a professional corporation (sometimes called a "professional services corporation")? A professional corporation's owners are members of a specific profession, like attorneys, medical doctors, architects, etc. Each state has its own regulations concerning professional corporations.
Select Your Corporate Name and Choose an Address
Before you can file the incorporation documents, you must have selected a corporate name and official address. The address is the place where official corporate documents are sent; it can be your home or another location other than the address of your business.
Before you select a name, search on your state's Secretary of State website to be sure the corporate name you want to use is not already taken by another business.
Filing a "Fictitious Name" Application.
If you want to do business under a name other than other than the official name of the corporation, you can do that bay filing a "fictitious name" statement with your county.
- Find Out Your State's Requirements Each U.S. state has specific requirements for the Articles of Incorporation and other documents which must be filed to incorporate a business in that state. You will also have to pay a fee to the state to file these incorporation documents. See How to Incorporate in a State for a list of states and the requirements.
Look up the requirements for filing and payment for your state. Once you have completed the Articles of Incorporation, mail the document to the address listed (some states have online submissions), along with a check for payment. You will receive notification from your state approving your Articles of Incorporation or asking for more information or asking you to correct errors.
Additional Incorporation Tasks
Obtain an Employer ID Number (EIN)
Your corporation will need an Employer ID Number, even if you have no employees. You can file the application online or by phone with the IRS and receive your EIN immediately.
Obtain a Corporate Seal
The corporate seal is used to register all important corporate documents. You can get one from an office supply or stationery company, after you have received your corporate certificate.
Electing to be an S Corporation
After your corporation is formed, you may wish to elect an "S corporation" designation for the tax advantages. The S corporation election is filed with the IRS; it is not a state entity.
Next, learn how to incorporate in your state