How to File Articles of Incorporation and Articles of Organization in the U.S.

Starting a business in the United States requires formal registration with the state in which the entity is formed. One of the most critical steps in this process is filing the correct formation document—Articles of Incorporation for corporations and Articles of Organization for limited liability companies (LLCs). These documents legally establish the business entity and define its basic structure under state law.

This guide explains the filing process, required information, compliance considerations, and common mistakes to avoid.

Understanding the Difference Between Incorporation and Organization

Before filing, it is essential to determine the appropriate legal structure:

• Corporations (C-Corporations and S-Corporations) are formed by filing Articles of Incorporation.
• Limited Liability Companies (LLCs) are formed by filing Articles of Organization.

Although the filing process is similar, the legal implications, tax treatment, and governance requirements differ significantly.

Articles of Incorporation: Overview and Purpose

Articles of Incorporation are the legal documents filed with a state authority—typically the Secretary of State—to create a corporation. Once approved, the corporation becomes a separate legal entity distinct from its owners (shareholders).

Key Information Required in Articles of Incorporation

While requirements vary by state, most Articles of Incorporation include:

• Legal Name of the Corporation
  Must be unique within the state and include a corporate identifier such as “Inc.” or “Corporation.”
• Registered Agent and Registered Office
  The individual or service authorized to receive legal notices on behalf of the corporation.
• Authorized Share Structure
  Total number of shares the corporation is authorized to issue and, in some states, par value.
• Purpose Clause
  Either a general business purpose or a specific business activity, depending on state rules.
• Incorporator Information
  Name and address of the person filing the incorporation documents.

Filing Process for Articles of Incorporation

1. Choose the State of Incorporation
   Businesses typically incorporate in the state where they operate, though some choose states like Delaware for legal or investor-related reasons.
2. Prepare the Articles of Incorporation
   Draft the document based on state-specific requirements and business objectives.
3. Submit the Filing
   File online or by mail with the Secretary of State, along with the applicable filing fee.
4. Receive State Approval
   Once accepted, the state issues a certificate confirming the corporation’s legal existence.

Articles of Organization: Overview and Purpose

Articles of Organization serve the same foundational purpose for LLCs as Articles of Incorporation do for corporations. Filing this document legally creates the LLC and establishes limited liability protection for its members.

Key Information Required in Articles of Organization

Typical requirements include:

• LLC Legal Name
  Must be distinguishable and include “LLC” or “Limited Liability Company.”
• Registered Agent Details
  Required for service of process and official correspondence.
• Management Structure
  Indication of whether the LLC is member-managed or manager-managed.
• Business Address
  Principal place of business.
• Organizer Information
  The individual responsible for filing the formation document.

Filing Process for Articles of Organization

1. Select the State of Formation
   Generally the state where the business conducts operations.
2. Complete the Articles of Organization
   Ensure accuracy in legal name, registered agent, and management structure.
3. File with the State Authority
   Submission is typically completed electronically with payment of the filing fee.
4. Confirmation of Formation
   Approval establishes the LLC as a legally recognized entity.

Post-Filing Compliance Requirements

Filing formation documents is only the beginning. After approval, businesses must complete additional compliance steps:

• Obtain an Employer Identification Number (EIN)
  Required for tax filings, payroll, and banking.
• Draft Governing Documents
  Corporations should prepare bylaws; LLCs should adopt an operating agreement.
• Register for State and Local Taxes
  Sales tax, payroll tax, or other applicable registrations.
• Annual Reports and Franchise Taxes
  Many states require periodic filings to maintain good standing.

Common Filing Errors to Avoid

• Selecting an incorrect entity type
• Inaccurate registered agent information
• Improper share authorization for corporations
• Failing to comply with state-specific disclosure rules
• Missing post-formation compliance deadlines

Errors at the formation stage can lead to legal disputes, tax complications, or loss of liability protection.

Importance of Professional Oversight

Entity formation impacts taxation, ownership structure, regulatory obligations, and long-term scalability. Proper filing ensures compliance with state laws and supports accurate tax and financial reporting from the outset.

Professional assistance can help ensure:

• Correct entity classification
• Accurate documentation
• Ongoing compliance alignment
• Audit-ready records

Conclusion

Filing Articles of Incorporation or Articles of Organization is a foundational legal step in establishing a U.S. business entity. While the process may appear straightforward, the technical and compliance implications require careful planning and precision. Understanding state requirements, selecting the appropriate entity structure, and maintaining post-formation compliance are essential for long-term operational and tax efficiency.