You file articles of incorporation with the Secretary of State in whichever state you choose to incorporate. A handful of states route the filing through a differently named office — Department of State, Division of Corporations, or Business Bureau — but the function is identical. Filing fees usually run between $50 and $300, most states accept online submissions, and approval often comes back within a few business days.
Which State Should You File In
You can incorporate in any state, not just the one where your business operates. That is why roughly two-thirds of Fortune 500 companies are incorporated in Delaware while headquartered elsewhere: Delaware offers a specialized business court, deep case law, and corporation-friendly statutes that matter to companies raising venture capital or heading toward an IPO.
For almost every small business, though, your home state is the right answer. Incorporating in Delaware while operating in, say, Texas means registering as a foreign corporation in Texas anyway, paying filing fees in both states, keeping a registered agent in both, and potentially owing franchise taxes in both. Unless an attorney or investor tells you otherwise, file where you actually do business.
What the Office Does With Your Filing
Once you submit, the filing office checks that your document meets the state’s statutory requirements and that your proposed corporate name is distinguishable from entities already on file. If something is off, most offices return the filing with an explanation so you can correct and resubmit rather than starting over. Once accepted, the corporation legally exists: it can own property, sign contracts, and carry liability in its own name.
The document itself goes by different names in different states. Most call it articles of incorporation; some call it a certificate of incorporation or certificate of formation. The legal effect is the same.
What the Articles Must Include
Exact requirements vary, but nearly every state asks for the same core information.1U.S. Small Business Administration. Register Your Business
- A corporate name that is distinguishable from existing registrations and typically includes a designator such as “Inc.,” “Corp.,” or “Incorporated.”2U.S. Small Business Administration. Choose Your Business Name
- A registered agent physically located in the state of incorporation who can accept legal documents on the company’s behalf. This can be someone affiliated with the business or a professional service.
- The number of shares the corporation is authorized to issue, and in some cases the classes of stock and their rights.
- The name and address of the incorporator. The incorporator does not need to be an owner or director; it can be an attorney filing for you.
Some states also ask for a statement of corporate purpose. A general statement that the corporation will engage in any lawful business is usually enough, unless you are forming a professional corporation with a legally restricted scope. Most Secretary of State websites post fillable forms that step you through every required field, which is the easiest way to avoid an omission that gets your filing returned.
How to Submit the Filing
States generally offer three submission channels.1U.S. Small Business Administration. Register Your Business
- Online filing is the fastest route where it’s available. You complete a web form or upload a prepared document, pay the fee electronically, and get email confirmation. Some portals accept filings around the clock.
- Mail filing means sending the completed articles with a check or money order to the Secretary of State. Add transit time on both ends plus the office’s queue time for paper submissions.
- Some states accept walk-in filings during business hours, with availability and wait times that vary.
Keep your confirmation email and transaction receipt if you file online. If you mail the filing, send copies rather than originals when you can, and consider certified mail for proof of delivery.
Fees and Processing Times
Filing fees generally run from about $50 to $300, depending on the state and sometimes on the number of authorized shares.1U.S. Small Business Administration. Register Your Business A few states charge more. Submitting the wrong amount is one of the most common reasons filings get kicked back, so check the current fee on your Secretary of State’s website before you send anything.
Standard processing ranges from a few business days to several weeks depending on the state and the current backlog. Most states offer expedited tiers for an extra fee, from same-day service at a premium to a modest surcharge that moves you ahead of the regular queue. Online filings generally clear faster than paper regardless of expediting.
Once approved, you receive a stamped or certified copy of the articles and, in many states, a separate certificate of incorporation. Keep both in your permanent corporate records. You will need them to open a bank account, apply for licenses, and prove your corporate status to vendors and partners.
What to Do After Approval
Filing creates the corporation. It does not make it operational. Several follow-up steps need to happen quickly, and skipping them is where owners run into trouble months later.
Get an EIN
Every corporation needs a federal Employer Identification Number, even without employees. You need the EIN to open a business bank account, file tax returns, and hire workers. Apply through the IRS online tool once the state has approved your articles and you get the number immediately.3Internal Revenue Service. Get an Employer Identification Number The IRS warns against applying before the state has formed your entity, because filing too early can delay processing. The EIN is free; third-party sites that charge for it are reselling a free service.
Adopt Bylaws and Hold an Organizational Meeting
Bylaws are the internal rules that govern how directors are elected, how meetings run, what officers do, and how major decisions get made. Even where state law doesn’t require them, bylaws protect the owners and the company.1U.S. Small Business Administration. Register Your Business The initial board should hold an organizational meeting to adopt the bylaws, appoint officers, authorize stock issuance, and handle other startup items. Keep formal minutes. The paper trail matters if your corporate status is ever challenged.
Issue Stock and Separate Finances
A corporation technically has no owners until shares are issued. Issue the initial shares, record them in a stock transfer ledger, and open a dedicated business bank account. Keeping personal and business finances completely separate is one of the most important things you can do to preserve the liability protection incorporating is supposed to give you.
Decide on S Corporation Status
By default, the IRS taxes a corporation as a C corporation: the company pays tax on profits, and shareholders pay tax again on dividends. Many small businesses avoid that double taxation by electing S corporation status on Form 2553. The deadline is within two months and 15 days of the date of incorporation. Miss it and you generally wait until the next tax year.
Licenses and Permits
Depending on your industry and location, you may need federal, state, or local licenses before you can legally operate. A restaurant and a consulting firm face completely different requirements. Your Secretary of State website and the SBA’s license and permit lookup tool are reasonable starting points.4U.S. Small Business Administration. Apply for Licenses and Permits
If You Operate in Other States
If your corporation does business in a state other than where you filed, that other state generally requires you to register as a foreign corporation by filing a certificate of authority.1U.S. Small Business Administration. Register Your Business “Foreign” here means out-of-state, not international. Many states also require a certificate of good standing from your home state as part of that application.
What counts as “doing business” varies, but generally means a physical presence, employees, or repeated ongoing transactions in the state. Isolated transactions or selling to customers from out of state usually don’t trigger the requirement. Operating without registering when you should have can cost you access to that state’s courts, create back taxes with interest and penalties once the state catches on, and in some cases expose owners to personal liability.
Keeping the Corporation in Good Standing
Filing is not a one-time event. Most states require periodic reports, usually annually or biennially, confirming or updating basic information like the registered agent’s address, principal office, and names of officers and directors. Some states also require an initial report shortly after incorporation, often within 30 to 90 days of filing.1U.S. Small Business Administration. Register Your Business
Fees for these reports are modest and the forms are short. Missing them has outsized consequences. A corporation that falls behind can lose its good standing, which may block it from filing lawsuits, borrowing, or signing contracts in the state. Prolonged noncompliance can lead to administrative dissolution, where the state revokes the corporation outright. Reinstatement is usually possible but means paying back fees, penalties, and interest. A calendar reminder for your state’s filing deadline is one of the cheapest safeguards a business owner can set up.