The Articles of Incorporation (sometimes also referred to as the Certificate of Incorporation or the Corporate Charter) are the primary rules governing the management of a corporation, and are filed with a state or other regulatory agency.
A corporation's Articles of Incorporation generally provide information such as:
- The corporation's name, which has to be unique from any other corporation in that jurisdiction. As part of the corporation's name, certain words such as "incorporated", "limited", "corporation", (or their abbreviations) or some equivalent term in countries whose language is not English, are usually required as part of the name as a "flag" to indicate to persons doing business with the organization that it is a corporation (with limited liability) as opposed to an individual or partnership (with unlimited liability). In some cases, certain types of names are prohibited except by special permission, such as words implying the corporation is a government agency or has powers to act in ways it is not otherwise allowed.
- The name of the person(s) organizing the corporation (the Incorporator).
- Whether the corporation is a stock corporation or a non-stock corporation.
- Whether the corporation's existence is permanent or limited for a specific period of time. Generally the rule is that a corporation existence is forever, or until (1) it stops paying the yearly corporate renewal fees or otherwise fails to do something required to continue its existence such as file certain paperwork each year; or (2) it files a request to "wind up and dissolve."
- In some cases, a corporation must state the purposes for which it is formed. Some jurisdictions permit a general statement such as "any lawful purpose" but some require explicit specifications.
- If a non-stock corporation, whether it is for profit or non-profit. However, some jurisdictions differentiate by "for profit" or "non profit" and some by "stock or non-stock".
- In the United States, if a corporation is to be organized as a non-profit, to be recognized as such by the Internal Revenue Service, such as for eligibility for tax exemption, certain specific wording must be included stating no part of the assets of the corporation are to benefit the members.
- If a stock corporation, the number of shares the corporation is authorized to issue, or the maximum amount in a specific currency of stock that may be issued, e.g. a maximum of $25,000.
- The number and names of the corporation's initial Board of Directors (though this is optional in most cases).
- The initial director(s) of the corporation (in some cases the incorporator or the registered agent must be a director, if not an attorney or another corporation).
- The location of the corporation's "registered office" - the location at which legal papers can be served to the corporation if necessary. Some states further require the designation of a Registered Agent: a person to whom such papers could be delivered.
Most states permit a corporation to be formed by one person; in some cases (such as non-profit corporations) it may require three or five or more. This change has come about as a result of Delaware liberalizing its corporation rules to allow corporations to be formed by one person, and states not wanting to lose corporate charters to Delaware had to revise their rules as a result.
Articles of Incorporation vary widely from corporation to corporation, and from jurisdiction to jurisdiction, but generally do not go into great detail about a corporation's operations, which are spelled out in more detail in a company's By-Laws.