To form a corporation, a document referred to in most states as the "Articles of Incorporation" (the "Articles") must be filed within the state in which the corporation is being organized. The corporation’s existence legally begins when its Articles of Incorporation are filed with the Secretary of State and the state accepts the Articles. In some states, the Articles of Incorporation must also be recorded or filed on a local level.

Every state has somewhat different requirements as to what information must be included in the Articles of Incorporation. However, at a minimum, in each state the Articles of Organization must contain the following information about the corporation:

• the name
• the number of authorized shares
• the name of its registered agent
• the address of its registered office
• the names and addresses of its incorporators

If more than one class of shares is authorized, the following information must also be included:

• the number of authorized shares of each class
• a description of the rights of each class

Some states require the Articles of Incorporation to include additional facts. Commonly required extra information includes the number and names of the initial directors, as well the corporation’s purpose.

Customizing Articles of Incorporation

The Articles of Incorporation are not limited to information required by state law. The Articles may include provisions to assist in managing the corporation and to regulate its powers, and the powers of its directors and shareholders. However, provisions inconsistent with the law may not be included in the Articles of Incorporation.

Provisions included in the Articles of Incorporation can make it possible for the corporation to opt out of statutory rules that apply by default.

Example: The law in State XYZ is that both directors and shareholders may fill vacancies on a corporation’s board of directors. Corporation ABC adds a provision to its Articles of Incorporation allowing only shareholders to fill vacancies on the board.

Provisions may be included in the Articles of Incorporation to enhance or protect the rights and interests of certain parties. For example, including preemptive rights in the Articles of Incorporation will work to maintain existing shareholders’ voting power.