To file articles of incorporation, you choose an entity type, prepare a formation document that meets your state’s content requirements, and submit it to the state filing office (usually the Secretary of State) with a fee that runs under $300 in most states.1U.S. Small Business Administration. Register Your Business The state reviews the document, and when it’s accepted, sends back a certified copy confirming the entity legally exists. The paperwork itself is simple. What causes trouble is picking the wrong form, missing state-specific details, or forgetting the obligations that start the moment the entity is created.
Pick the Right Entity Type First
The document you file depends on what you’re forming. A corporation files articles of incorporation (sometimes called a certificate of incorporation or a corporate charter, depending on the state). A limited liability company files articles of organization. Limited partnerships and limited liability partnerships file their own certificates.1U.S. Small Business Administration. Register Your Business
Using the wrong form is an automatic rejection. Filing a corporate form for an LLC, or the reverse, means weeks lost waiting for the state to tell you to start over. Confirm which entity you’re creating before you download anything.
Both LLCs and corporations shield owners from personal liability for business debts, which is the reason to form an entity at all. Corporations can issue stock, which is why businesses planning to raise outside investment typically pick that structure. LLCs offer more flexibility in how profits are divided and how the business is run.2U.S. Small Business Administration. Choose a Business Structure
Pick Where to File
You are not required to form your entity in the state where you live or operate. Delaware is the most common alternative, especially for corporations, because its courts specialize in business disputes, its corporate statutes are unusually flexible, and venture capitalists often expect it.
For most small businesses operating in a single state, forming at home is simpler and cheaper. If you incorporate in Delaware but do business in Texas, you’ll end up registered in both states, paying fees to both, and maintaining a registered agent in both. Changing your state of formation later means dissolving in one state and re-forming in another, so it’s worth deciding before you file.
What the Formation Document Must Contain
Requirements vary state to state, but most states follow a similar template. You’ll be asked for the same core pieces of information.
Legal Name
The entity’s name must be distinguishable from other entities already registered in the state, and it needs a suffix identifying the entity type. Corporations use “Corporation,” “Incorporated,” or an abbreviation such as “Inc.” or “Corp.” LLCs use “Limited Liability Company” or “LLC.”3U.S. Small Business Administration. Choose Your Business Name
Check name availability on your state’s Secretary of State website the same day you plan to file, not a week ahead of time. Someone else can register the name in the meantime. Most states let you reserve a name for a small fee while you finish preparing the rest.
Registered Agent
Every LLC and corporation must designate a registered agent: a person or company authorized to receive lawsuits, government notices, and official correspondence for the business. The agent needs a physical street address in the state of formation (a P.O. box does not qualify) and must be available during normal business hours.
You can act as your own registered agent, appoint someone you know, or hire a commercial service. Commercial agents run roughly $50 to $300 per year and are worth considering if you don’t want your home address on public records or if you don’t have a staffed office.
Shares or Membership Interests
Articles of incorporation must state the number of authorized shares the corporation can issue. This is the ceiling, not the number issued on day one. Many new corporations authorize a large block (10 million shares is common for startups) to preserve room for future fundraising. You’ll also specify whether the shares have a par value, a nominal minimum price used for accounting. Most states now allow no-par-value stock, which simplifies things and keeps your franchise tax calculation from being tied to an inflated share count.
LLCs don’t issue shares. Ownership is measured in membership interests, and who owns what is usually spelled out in the operating agreement rather than in the articles of organization.
Purpose, Incorporator, and Related Details
Most states ask for a statement of purpose. The standard approach is to keep it broad: “any lawful business activity.” A narrow purpose can constrain what the entity does later. You’ll also list at least one incorporator (for corporations) or organizer (for LLCs), the person who signs and files the document. Some states require initial directors or managers on the formation document; others leave that for later governance filings.
How to Submit and What It Costs
Nearly every Secretary of State offers formation forms online, and most allow online filing. The online portals walk you through required fields, validate entries as you go, and flag missing information before you submit. This is the faster route and cuts down on typo-driven rejections. The alternative is downloading the PDF, filling it out, and mailing it in with a check.1U.S. Small Business Administration. Register Your Business
Filing fees vary. A straightforward LLC or corporation filing runs under $300 in most states, with some as low as $40 and a few above $300.1U.S. Small Business Administration. Register Your Business Online filings take credit card or electronic transfer. Mail-in filings need a check or money order made out exactly as the form instructs; checks made out to the wrong division are a common source of rejection.
Why Filings Get Rejected
State offices reject formation documents more often than most first-time filers expect. Most of the reasons are avoidable:
- The name is already taken. Someone reserved or registered it before you did.
- The wrong person signed, or with the wrong title. An LLC filing signed by a “Secretary” or “General Counsel” instead of a member, manager, or authorized person will be sent back. Corporations have parallel rules about who can sign.
- Required fields are blank, or dates are vague. Writing “December 2024” instead of “December 12, 2024” triggers rejection in many states.
- The document is illegible. Handwritten, smudged, or poorly printed mail-in forms get rejected because the office needs to scan them for public records.
- A state-specific requirement was missed. A few states require the registered agent to sign the formation document itself, or to submit a separate acceptance form.
Every rejection restarts the review cycle. If you’re mailing, that can add weeks. Read the state’s instructions line by line against your form before you send it.
Processing Time and the Certified Copy
Standard processing runs from a few business days to several weeks, depending on the state and its current backlog. While the filing is in the queue, the entity’s status shows as pending. Most states offer expedited processing for an extra fee, which moves your filing to the front of the line. Expedited fees range from roughly $20 to several hundred dollars, and turnaround is often same-day or next-day.
When the state approves the filing, the entity’s status changes to active or filed, and you receive a certified copy of the articles bearing the state seal or the secretary of state’s signature. This certified copy is the proof that your entity legally exists. You’ll receive it as a secure download or by mail, depending on how you filed. Save it somewhere you can find it. Banks, landlords, licensing agencies, and investors will ask for it repeatedly.
What to Do Once the Entity Exists
The state filing creates the entity. It does not make the entity operational. A few things need to happen right away.
Get an EIN From the IRS
An Employer Identification Number is the federal tax ID for your business. You need one to open a business bank account, hire employees, file tax returns, and apply for most licenses. The application is free through the IRS website. Don’t pay a third-party site for this; some sites charge for a service the IRS provides at no cost.4Internal Revenue Service. Apply for an Employer Identification Number (EIN)
Form the entity with the state before applying for the EIN. Applying before the state filing is complete may delay processing. The online application takes about ten minutes and issues the EIN immediately. You’ll need the Social Security number or ITIN of the “responsible party” (the person who controls the entity) and basic information about the business.4Internal Revenue Service. Apply for an Employer Identification Number (EIN)
Handle State Tax Registrations
Depending on the state and what the business does, you may also need state tax identification numbers for income tax withholding, sales tax collection, or both. The SBA recommends researching your state’s income tax and employment tax obligations as a starting point.5U.S. Small Business Administration. Get Federal and State Tax ID Numbers
Open a Business Bank Account
With the certified articles and EIN in hand, open a dedicated business bank account. Mixing personal and business money is one of the fastest ways to lose the liability protection the entity is supposed to give you. Courts can “pierce the corporate veil” and hold owners personally liable for business debts when the entity looks like a shell rather than a real, separate business. A separate bank account is the minimum evidence that you’re treating the entity as distinct from yourself.
Draft Your Bylaws or Operating Agreement
Formation documents tell the state your entity exists. Governance documents tell the people inside it how it runs. Corporations need bylaws. LLCs need an operating agreement. These are internal documents; they typically aren’t filed with the state, but they matter as much as the articles do.
Not every state requires a written operating agreement for LLCs, but operating without one is a mistake the SBA specifically warns against.6U.S. Small Business Administration. Basic Information About Operating Agreements Without one, your LLC is governed by your state’s default rules, which often produce outcomes the founders never intended. In many states, the default is that all members must agree on every decision, profits and losses are split equally regardless of who invested more, and adding a new member requires unanimous consent.
A written operating agreement lets you override those defaults. It should cover ownership percentages, how profits and losses are divided, who has authority over day-to-day versus major decisions, how new members are admitted, what happens when a member wants to leave, and how the LLC can be dissolved. Corporate bylaws cover parallel ground: meeting procedures, director and officer responsibilities, voting rights, and how shares transfer. Most states require corporations to adopt bylaws and make them available to any shareholder who asks.
Writing these documents while everyone is still getting along is dramatically easier than negotiating them after a dispute starts.
Keep the Entity in Good Standing
Forming the entity is not a one-time event. Most states require periodic reports (usually annual, sometimes biennial) with associated fees to keep the registration active. Fees range from nothing in a handful of states to several hundred dollars, and some states impose franchise taxes on top. Missing these filings puts the entity out of good standing, which can block you from getting loans, qualifying to do business in other states, or bidding on contracts.
Ignore the reports long enough and the state will administratively dissolve the entity. Dissolution strips away its legal existence, and with it the liability protection you formed the entity to get. States give notice and a chance to catch up before finalizing dissolution, and most allow reinstatement afterward for extra fees and back filings. But if someone sues during the gap when the entity didn’t exist, the problem is real.
Set a calendar reminder for your state’s filing deadline. Some states require a report within the first year of formation, not on the annual anniversary. Confirm the schedule and fees on your state’s Secretary of State website.1U.S. Small Business Administration. Register Your Business
If You’ll Operate in Other States
Filing in one state doesn’t authorize your business to operate everywhere. If you do business in additional states, you may need to register there as a “foreign” entity. “Foreign” here means formed in another U.S. state, not another country. The process is called foreign qualification and typically involves filing an application for a certificate of authority and paying a fee somewhere between roughly $50 and $750, depending on the state.
What counts as “doing business” in another state isn’t defined uniformly. Courts look at factors like whether you have a physical location, employees, regular contracts, or significant revenue tied to that state. Maintaining a bank account or occasional transactions generally don’t count. The line is fuzzy and varies.
The consequences of skipping foreign qualification are concrete. Most states can bar you from filing lawsuits in their courts until you register and pay any back penalties, and you may owe fines for the period you operated without authorization. If you’re expanding into a new state, register before you start doing business there.