April 19, 2016 By Suzanne Robertson

Are you ready to launch your business dream? If so, you’ll need to file “Articles of Incorporation” or “Articles of Organization”.

These legal documents are a “Birth Certificate” of a business filed with the Secretary of State at its inception. All American businesses, regardless of which state it resides in, are mandated to file these documents. Keep in mind that there is a cost associated when filing an official document with any state.

Read on to learn the specifics of each so you know which is the right document to file for your particular small business.

Articles of Incorporation are for S-corps and C-corps business types.

  • An S corporation, for tax purposes is a closely held corporation where the corporation's income or losses are divided among and passed through to its shareholders. The shareholders must then report the income or loss on their own individual income tax returns.
  • A C corporation, is taxed separately from its owners. A C corporation is distinguished from an S corporation, which generally is not taxed separately. Most major companies (and many smaller companies) are treated as C corporations for income tax purposes.

What is Included in the Articles of Incorporation? No matter the type or size of your new business, most states require that the articles of incorporation include, at a minimum, the following information:

  • Your new corporation's name and address
  • The corporate purpose
  • Name and address of your corporation's registered agent, who will be authorized to physically accept delivery of certain legal documents (including lawsuits) on behalf of your corporation.
  • Stock information

Articles of Organization would be for Limited Liability Corporations and Limited Liability Partnerships.

  • A limited liability company (LLC) is a corporate structure. The members of the company cannot be held personally liable for the company's debts or liabilities.
  • A limited liability partnership (LLP) is a partnership in which some or all partners (depending on the jurisdiction) have limited liabilities. In an LLP, one partner is not responsible or liable for another partner's misconduct or negligence.

What is Included in the Articles of Organization? Most states require that an LLC's articles of organization include, at a minimum, the following information:

  • Your new LLC's name and address (principal place of business)
  • The nature of the LLC's business
  • Name and address of your LLC's registered agent, who will be authorized to physically accept delivery of certain legal documents (including lawsuits) on behalf of your LLC. Note: some states may allow you to designate the Secretary of State's office as your LLC's registered agent.
  • Name(s) of manager(s) and members of the LLC, if known at the time of filing.

If you’re seeking a loan with SmartBiz, here are requirement details:

  • A state seal, or symbol to demonstrate that it has been filed
  • An eFile stamp to show that the document has been received
  • The State Seal
  • FILED stamp shown somewhere
  • Actual articles of the document
  • All pages including the articles (articles that list out: business location, officers, shares etc.) need to be provided as well

There are several websites, like LegalZoom, that can help the small business owner create these documents. If you have any questions at all, contact a legal professional who specialized in small business matters.

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