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How to Draft Articles of Incorporation: The Basics

Click through each step to see the order in which to handle it.

  1. Understand what articles of incorporation are

    Articles of incorporation are the foundational document setting out a corporation's organization and governance rules, and they are a core document required for incorporation registration.

  2. Know the mandatory items to include

    Legally required items typically include the company name, business purpose, registered address, method of public notice, total authorized shares and par value per share, and the names and addresses of the founders.

  3. Choose a name and business purpose

    It is worth checking your company registrar's database in advance for identical or confusingly similar existing names, and listing both your current planned business activities and areas you may expand into as your business purpose.

  4. Set the total authorized shares and par value

    Considering your planned capital amount and any future plans to raise additional capital, decide on the total number of shares to authorize and the par value per share.

  5. Obtain notarization

    Depending on your capital amount, notarization by a notary public may be required. Some jurisdictions allow small corporations under a certain capital threshold to skip notarization with all founders' signatures instead β€” confirm the current threshold for your situation.

  6. Use a standard template

    Referencing a standard template for your industry, available through your company registrar or a qualified professional, helps reduce the risk of accidentally omitting a required item.

Why you cannot afford to rush the articles of incorporation

Articles of incorporation function like a corporation's constitution, and missing even one legally required item can get your entire registration filing rejected. If this is your first time drafting one, using a standard template and filling in every section carefully is essential. This article offers general information and is not a substitute for advice from a qualified legal or accounting professional β€” confirm the exact requirements with one before you file.

Think about your business name and trademark protection together

Once you have settled on the name to put in your articles of incorporation, it is worth checking the basic process for trademark registration to confirm no identical or confusingly similar trademark is already registered before you build a brand around that name.

Frequently Asked Questions

Can I draft the articles of incorporation myself?

You can draft them yourself using a standard template, but because a missing required item can lead to registration being rejected, many people have a qualified legal professional review the draft before filing.

Can articles of incorporation be changed after the corporation is formed?

Yes, they can be amended through a special resolution at a shareholders' meeting, and depending on what changes, a registration update filing may also be required.