How to File a Certificate of Incorporation

If you are starting a business and you decide to start a corporation, you must file a certificate of incorporation. Corporations are incorporated by state law and in most cases will protect the owners, or shareholders, from personal liability if the corporation is sued. To incorporate your business, contact your state's department of state and submit the appropriate paperwork.

Instructions

1. Locate your state's department of state. Every state has its own department of state that registers corporations, limited-liability companies and other business entities. Most department of state websites contain the necessary paperwork to apply for a certificate of incorporation, which is commonly called the articles of incorporation. If the website does not have the form, find the agency's contact information and request that the form be mailed to you.

2. Carefully read any instructions that accompany the articles of incorporation because failure to fill them out correctly will lead to a delay in the incorporation process. The form will typically ask for the legal name of the corporation, its registered address, the number of shares initially issued, the names of the incorporators and the type of corporation that will be started. Complete the form.

3. Double-check the articles of incorporation for accuracy. Make sure that the name is correct and that all incorporators are listed.

4. Submit the completed articles and filing fee. Filing fees range by each state; for instance, as of 2010 in Delaware (considered the standard-bearer for incorporation) the filing fee is $89; and in New York the fee is $125.

Tips & Warnings

• Legal actions resulting from someone conducting business before the certificate of incorporation or articles of incorporation are filed, generally, may not be protected from personal liability.

References

• Business.gov: Corporation
• Delaware Department of State: Division of Corporations Fee Schedule
• New York Department of State: Corporate Fee Schedule