Articles of Incorporation: What to Include, Sample and State Fees

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Business documents and a stamped 'Filed' mark for Articles of Incorporation, with a fountain pen and stack of cards on a desk.
Articles of incorporation are the document you file with a state, usually the Secretary of State, to create a corporation. Most states require the corporate name, the number of authorized shares, the registered agent and registered office, and the name and address of each incorporator. State filing fees range from $35 in Montana to $725 in Nevada's first year. Delaware, New York and New Jersey call it a certificate of incorporation, and Texas calls it a certificate of formation. BusinessAnywhere files articles of incorporation for $0 plus the state fee.

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Articles of incorporation at a glance

QuestionAnswer
What it isThe document a state filing office accepts to create a corporation. Once the state files it, the corporation exists as a legal entity.
Other namesCertificate of incorporation (Delaware, New York, New Jersey), certificate of formation (Texas), corporate charter
Who files itOne or more incorporators, who can be any adult. No US citizenship or residency is required.
Where you fileThe state business filing office, usually the Secretary of State
Required contents in most statesCorporate name, number of authorized shares, registered agent and registered office, incorporator name and address
State filing feeFrom $35 in Montana to $725 in Nevada in year one, depending on the state and on authorized shares in some states
Public recordYes. Anyone can look up and order a copy of filed articles.
BusinessAnywhere filing fee$0 plus the state fee, with standard filing in 10 to 14 working days and 2-day or 5-day expedited options

What are articles of incorporation?

Articles of incorporation are the founding document of a corporation. You file them with the state where you want the corporation to exist, and the state’s approval of that filing is the moment the corporation is created. The filed articles set out the basic facts the public and the state need: the company’s legal name, how many shares it can issue, who receives legal papers on its behalf and who formed it.

The articles are short. Most states supply a one or two page form. They do not cover how the company is run day to day. That job belongs to the corporate bylaws, an internal document you keep with your records and do not file with the state. A corporate bylaws template covers officers, director elections, meetings and voting.

LLCs file a different document. An LLC files articles of organization (or a certificate of formation in some states), not articles of incorporation. The articles of incorporation vs articles of organization guide explains where the two differ.

What articles of incorporation must include

Most states base their corporation law on the Model Business Corporation Act, which requires four items in the articles. Delaware, which writes its own corporation law, requires a slightly longer list under Title 8, Section 102 of the Delaware Code. The table below covers both.

SectionWhat it asks forNotes
Corporate nameThe legal name, including a designator such as Corporation, Incorporated, Company or Limited, or Corp., Inc., Co. or Ltd.The name must be distinguishable from every other entity on the state record. Check availability with the state business search before you file.
Authorized sharesThe total number of shares the corporation can issue, the classes of stock and the par value of each share, or a statement that the shares have no par valueRequired in every state. In Delaware, Massachusetts, Michigan, Missouri, Ohio, Oklahoma, Virginia and several others, the filing fee or franchise tax rises with authorized shares.
Registered agent and registered officeThe name of the registered agent and the street address of the registered office in the stateA PO box is not accepted. The agent receives lawsuits and state notices. See what a registered agent is.
IncorporatorThe name and address of each person signing and filing the articlesThe incorporator does not need to be a shareholder, director or US resident.
PurposeThe business the corporation will carry onMost states accept a general statement that the corporation may engage in any lawful business. Delaware requires a purpose statement and accepts that general wording.
Principal office addressThe street address of the main officeRequired on the state form in many states. A commercial address keeps a home address off the public record.
Initial directorsNames and addresses of the first board membersRequired in some states. In Delaware, required only when the incorporator’s powers end on filing.
Optional provisionsLimits on director liability, indemnification, preemptive rights, share transfer restrictions, a set durationOptional. Anything not stated here falls back to the state corporation statute and the bylaws.

Sample articles of incorporation

The sample below shows the structure most state forms follow. It uses a fictional company. Use your own state’s official form or format, since every state sets its own requirements and some reject filings that do not use their form.

ARTICLES OF INCORPORATION

OF EXAMPLE HOLDINGS, INC.

Article 1. Name. The name of the corporation is Example Holdings, Inc.

Article 2. Purpose. The purpose of the corporation is to engage in any lawful act or activity for which corporations may be organized under the laws of the State of [State].

Article 3. Authorized shares. The corporation is authorized to issue 10,000,000 shares of common stock with a par value of $0.0001 per share.

Article 4. Registered agent and registered office. The name of the registered agent is [Registered Agent Name], and the street address of the registered office is [Street Address, City, State, ZIP].

Article 5. Principal office. The street address of the principal office is [Street Address, City, State, ZIP].

Article 6. Incorporator. The name and mailing address of the incorporator is [Full Name, Mailing Address].

Article 7. Initial directors. The initial board of directors consists of one director, [Full Name, Mailing Address], who serves until the first annual meeting of shareholders.

Article 8. Director liability. To the fullest extent permitted by the laws of the State of [State], a director of the corporation is not personally liable to the corporation or its shareholders for monetary damages for breach of fiduciary duty as a director.

IN WITNESS WHEREOF, the undersigned incorporator has signed these Articles of Incorporation on [Date].

______________________________
[Full Name], Incorporator

This sample is for illustration. BusinessAnywhere is not a law firm and does not provide legal advice.

Two choices in the sample deserve thought before you copy them. A very low par value such as $0.0001 keeps the paid-in capital requirement small, and in Delaware the franchise tax is calculated two ways, with the corporation paying the lower result (see Delaware franchise tax). The number of authorized shares sets your fee in share-based states, so authorize what you plan to issue to founders and investors rather than an arbitrary large number.

How to file articles of incorporation

  1. Choose the state. Most small corporations incorporate in the state where they operate. Founders raising venture capital tend to choose Delaware. Compare the options in Wyoming vs Delaware vs Nevada.
  2. Check the name. Search the state business database to confirm the name is available, and reserve it if you are not filing right away.
  3. Appoint a registered agent. The agent needs a physical street address in the state and must be available during business hours. BusinessAnywhere’s registered agent service is free for the first year when you incorporate with us, then $147 a year.
  4. Set the share structure. Decide the number of authorized shares, the classes and the par value.
  5. Complete and sign the form. Use the state’s form or its online filing portal. The incorporator signs.
  6. File and pay the state fee. Most states accept online filing with a card payment. Some charge more for paper filing or offer paid expedited processing.
  7. Keep the filed copy. The state returns the stamped articles or a certificate of incorporation. Store it with your corporate records, since banks ask for it.

Articles of incorporation filing fees by state

The fee below is the state charge to file articles of incorporation for a for-profit corporation, verified against each state’s official source on 10 September 2026. An asterisk marks a state where the fee rises with authorized shares or capital, or where a second filing is due at formation. Annual report and franchise tax costs are in the full incorporation filing fees by state comparison.

StateFiling feeWhat the fee coversSource
Alabama$225$200, plus a $25 name reservation that Alabama requires before filingOfficial source
Alaska$250$250Official source
Arizona$60$60 regular, $95 expeditedOfficial source
Arkansas$45$45 online, $50 on paperOfficial source
California$100$100Official source
Colorado$50$50Official source
Connecticut$250$250Official source
Delaware *$109+$109 minimum, rising with authorized stock, plus $9 per additional pageOfficial source
District of Columbia *$99+$99 for authorized capital up to $100,000, then $550, $1,100 and $1,650 at higher bandsOfficial source
Florida$70$70, being a $35 filing fee plus a $35 registered agent designationOfficial source
Georgia$110$110, being $100 plus a $10 service chargeOfficial source
Hawaii$51$51, being a $50 filing fee plus the $1 State Archives preservation feeOfficial source
Idaho$100$100 online, $120 on paper, because paper filings carry a $20 manual processing feeOfficial source
Illinois$150$150Official source
Indiana$95$95Official source
Iowa$50$50Official source
Kansas$85$85 online, $90 on paperOfficial source
Kentucky *$50+$40 plus organization tax on authorized shares, minimum $10, so $50 at the floorOfficial source
Louisiana$95$95Official source
Maine$145$145Official source
Maryland$120$120 for a stock corporationOfficial source
Massachusetts *$275+$275 for up to 275,000 authorized shares, plus $100 for each additional 100,000Official source
Michigan *$60+$60 minimum, being a $50 organization fee for 1 to 60,000 shares plus a $10 filing feeOfficial source
Minnesota$135$135 by mail, $155 onlineOfficial source
Mississippi$50$50Official source
Missouri *$58+$58 for authorized capital of $30,000 or less, scaling with no ceiling above thatOfficial source
Montana$35$35Official source
Nebraska *$125+$100 online or $110 in office, plus mandatory newspaper publication and a $25 to $30 Affidavit of PublicationOfficial source
Nevada *$725+$725 minimum in year one, being $75 Articles plus a $150 Initial List plus the $500 State Business LicenseOfficial source
New Hampshire$100$100, plus a $2 handling charge if filed electronicallyOfficial source
New Jersey$100$100Official source
New Mexico *$100+$100 minimum, at $1.00 per 1,000 authorized shares, capped at $1,000Official source
New York$125$125Official source
North Carolina$125$125Official source
North Dakota$100$100Official source
Ohio *$99+$99 minimum for 1 to 990 authorized shares, rising on a graduated per-share scale above thatOfficial source
Oklahoma *$50+$50 minimum, or one tenth of one percent of authorized capital, whichever is greaterOfficial source
Oregon$100$100Official source
Pennsylvania$125$125Official source
Rhode Island$230$230Official source
South Carolina *$135+$135 in year one, being $110 Articles of Incorporation plus the $25 initial License Fee filed with the CL-1Official source
South Dakota$150$150 electronic, $165 on paperOfficial source
Tennessee$100$100 flatOfficial source
Texas$300$300Official source
Utah$59$59Official source
Vermont$155$155Official source
Virginia *$75+$75 for 1 to 25,000 authorized shares, rising to $2,525 above 1,000,000 sharesOfficial source
Washington$180$180Official source
West Virginia$100$100, plus a $1 online processing fee on every online filingOfficial source
Wisconsin$100$100, the same online or on paperOfficial source
Wyoming *$100+$100Official source

What each state calls the document

The document goes by different names. The content is the same, but the state form title matters when you search the filing office website.

NameStates that use it
Articles of incorporationMost states, including California, Florida, Georgia, Illinois, Nevada, Pennsylvania and Wyoming
Certificate of incorporationDelaware, New York and New Jersey, among others (see New York Department of State)
Certificate of formationTexas, which uses Form 201 for a for-profit corporation
Corporate charterA general term for the filed document, used in some state statutes

Articles of incorporation vs bylaws vs articles of organization

Articles of incorporationCorporate bylawsArticles of organization
EntityCorporationCorporationLLC
Filed with the stateYesNoYes
Public recordYesNoYes
PurposeCreates the corporation and records its basic factsSets the internal rules for officers, directors, meetings and votingCreates the LLC and records its basic facts
When it is preparedBefore formationAt or right after formationBefore formation

If you have not settled on the entity type yet, compare the two structures in LLC vs corporation, or read about articles of organization for an LLC.

What to do after you file

The state filing creates the corporation. These steps make it ready to operate:

StepWhy it mattersBusinessAnywhere price
Adopt bylawsSets the internal rules and is expected by banks and investors$97
Hold the organizational meeting and record minutesAppoints officers, adopts the bylaws and authorizes share issuance$97 for organizational minutes
Get an EIN from the IRSNeeded for a bank account, payroll and federal tax filings$97 EIN application service, or free directly from the IRS
Pass a banking resolutionNames who can open and sign on the corporate bank account$27
File an S corp election, if you want oneForm 2553 is due within 2 months and 15 days of the start of the tax year it takes effect$97 S corp election service. Form details at the IRS
Register in other states where you do businessA corporation operating outside its home state needs foreign qualification thereQuoted per state
File the annual or biennial reportKeeps the corporation in good standing with the state$50 a year from year 2 for automated compliance, plus the state fee

The bylaws, minutes and banking resolution are available together as corporate documents, prepared from a standard template with your company details in 1 to 3 business days.

How to amend articles of incorporation

To change anything in the filed articles, such as the name, the number of authorized shares or the registered agent, the corporation files articles of amendment (called a certificate of amendment in some states) with the same office. The board approves the change and, for most amendments, the shareholders vote on it. A change of registered agent alone uses a shorter form in most states.

How to get a copy of your articles of incorporation

Filed articles are public records. Search the state business database by the corporation’s name to see the filing, and order a plain or certified copy from the filing office for a small fee. A bank or a state where you register as a foreign corporation asks for a certificate of good standing, which is a separate document confirming the corporation is current with the state.

Frequently asked questions

What is included in articles of incorporation?

Most states require the corporate name, the number of shares the corporation is authorized to issue, the name of the registered agent and the street address of the registered office, and the name and address of each incorporator. Many states also ask for the principal office address, the purpose and the initial directors.

Are articles of incorporation the same as a certificate of incorporation?

Yes. Delaware, New York and New Jersey call the filed document a certificate of incorporation, and Texas calls it a certificate of formation. They serve the same purpose as articles of incorporation.

What is the difference between articles of incorporation and articles of organization?

Articles of incorporation form a corporation. Articles of organization form an LLC. Both are filed with the state, but a corporation issues shares and has directors and officers, while an LLC has members and is governed by an operating agreement.

Where do I find my articles of incorporation?

Search the business database of the state where the corporation was formed. The filing shows there, and the state filing office sells plain and certified copies.

How much does it cost to file articles of incorporation?

State filing fees range from $35 in Montana to $725 in Nevada for the first year. In share-based states such as Delaware, Massachusetts and Virginia, the fee rises with the number of authorized shares. BusinessAnywhere files for $0 plus the state fee.

Can a non-US resident file articles of incorporation?

Yes. No US state requires an incorporator, director or shareholder to be a US citizen or resident. The corporation needs a registered agent with a physical address in the state of incorporation.

Do I need a lawyer to file articles of incorporation?

No state requires a lawyer to file. Founders with investors, several share classes or unusual provisions benefit from legal review before filing.

How long does it take for articles of incorporation to be approved?

Processing time depends on the state and on whether you pay for expedited service. BusinessAnywhere’s standard filing takes 10 to 14 working days, with 2-day and 5-day expedited options. The state’s own processing time is outside our control.

File your articles of incorporation for $0

BusinessAnywhere prepares and files your articles of incorporation in any state. You pay the state fee, and registered agent service is free for the first year.

Start your corporation

BusinessAnywhere is not a law firm and does not provide legal advice. State fees were verified on 10 September 2026 and change over time; confirm the current fee with the state before you file.

About Author

Picture of Rick Mak

Rick Mak

Rick Mak is a global entrepreneur and business strategist with over 30 years of experience in international business, finance and company formation. Since 2001, he has helped register tens of thousands of LLCs and corporations across all 50 U.S. states for founders, digital nomads and remote entrepreneurs. He holds degrees in International Business, Finance and Economics, and master's degrees in Entrepreneurship and International Law. Rick has started, bought or sold over a dozen companies and has spoken at hundreds of conferences worldwide on offshore structuring, tax optimization and asset protection. His work has been featured in Business Insider, Yahoo Finance, Street Insider and Mirror Review. As Manager of BusinessAnywhere, Rick shares guidance drawn from decades of cross-border business experience. To learn how we keep our content accurate, read our editorial guidelines.

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