Articles of Incorporation

A corporation’s Articles of Incorporation (often referred to simply as the “Articles”) is a document filed with the corporation’s state of incorporation that establishes the corporation’s existence as a separate legal entity. Articles of Incorporation contain key pieces of information about the corporation, although the required contents of the Articles vary from state to state. Generally, the Articles contain the name of corporation, the location of the business, the authorized agent of the corporation within the state, the number of shares the corporation is authorized to issue and the terms of any indemnification offered to the decision makers within the corporation. Some states require certain variations from statutory default rules to be contained in the Articles . For instance, some states require that if the corporation desires to permit shareholder action to be taken by less than unanimous written consent, the applicable threshold must be stated in the Articles. Amendment of the Articles of Incorporation typically requires shareholder approval. In the past, business organizations with limited liability required a charter document issued by a sovereign state to operate. In the nineteenth century, incorporation statutes, which permitted corporations to form by filing Articles of Incorporation in lieu of seeking a charter issued by a state, supplanted the inefficient charter process.