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What is a certificate of incorporation?

A certificate of incorporation, more generally referred to as the articles of incorporation, is a document created early in the process of setting up a corporation and filed with the state of incorporation - it is the creation and filing of this document that essentially “creates” the corporation. This document is relatively short, often only one page long, which includes basic information about the corporation such as its name, its address, the name and address of the registered agent, how much stock the corporation is authorized to issue and a short description of the corporation’s purpose. Some articles will include the names of the initial directors or some other information - you should check the laws of the state you are incorporating in to determine precisely what else you need to include in your articles of incorporation. However, you should generally not disclose more information than necessary/required, because this is a public document which anyone can access.

Most secretary of state websites include boilerplate forms, showing you what exactly your articles of incorporation need to include. Beyond that, as mentioned, you should check the specific requirements of your state. Once you have completed drafting the articles, you must then file them with the secretary of state and wait for the document to be processed - this processing usually takes several weeks, although many states offer an option to expedite the process. When you file your articles of incorporation, you will generally have to include a filing fee as well - the amount of this fee varies from state to state, typically running between $50 and $1,000.

While some states refer to this document as the certificate of incorporation, most states refer to it as the articles of incorporation (and a few others call it the articles of association).