Articles of Incorporation

Definition: The state filing that creates a corporation, also called a certificate of incorporation.

Articles of incorporation (a certificate of incorporation in Delaware and some other states) create a corporation. The filing typically names the corporation, its registered agent, the number and classes of shares it may issue, and the incorporator. Nonprofit articles add a purpose clause and rules for distributing assets on dissolution; see nonprofit corporation.

Why the fee is not always fixed

Several states tie the filing fee to the number of authorized shares. Delaware's schedule lists incorporation from $109 and notes that the amount varies with stock. Authorizing millions of shares can also raise a Delaware corporation's annual franchise tax under the authorized-shares method, which is why many startups recalculate under the assumed par value method. Details are on the Delaware guide.

The LLC equivalent is the Articles of Organization. A plain copy of filed articles is usually available from the state, and many states let you download it free from the business record.

Related: business entity types, annual report.

Articles of Incorporation questions

How do I look up articles of incorporation?

Open the corporation in its home state business search and check the filing history. Many states show the original document free; others sell copies.

Are articles of incorporation public?

Yes. Once filed with the state they are public records, though they rarely name shareholders.

Sources

  1. Delaware Division of Corporations fee schedule (August 1, 2026)
  2. Delaware Division of Corporations, franchise tax
  3. SBA, Register your business

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