Articles of Incorporation or Organization

Articles of Organization or Incorporation

A new corporation or Limited Liability Company is when properly established and, a new legal person, with many of the rights and duties of a natural person. It may own property, make and spend income, incur debts and pay taxes, hire and fire employees, have a bank account, and is required to file income tax and other tax returns.

Starting a new corporation in Iowa or Illinois requires signed written articles of incorporation as the charter to establish the new corporationStarting a new Limited Liability of Company (LLC) requires signed written articles of organization as a charter to establish the existence of the LLC in Iowa and Illinois. Both states require the Articles have basic information about the new business. Articles are filed as a single document with the Secretary of State's office. The articles describe your company or corporation's fundamental identifying and operating characteristics. Once filed and approved by the state, the articles of incorporation legally create the company or corporation as a registered business entity within the state.

What is Included in the Articles

No matter the type or size of your new business, most states require that the articles include, at a minimum, the following information:

  • Your new company/corporation's name and address (principal place of business)
  • The company or corporate purpose (usually stated in broad language such as "to engage in any lawful activity," in order to avoid limiting the corporation's business prospects)
  • Name and address of your company or corporation's registered agent, who will be authorized to physically accept delivery of certain legal documents (including lawsuits) on behalf of your corporation.
  • Stock or member information -- including the number of shares the corporation is authorized to issue, designation of classes of shares, and value of each share.

The articles of incorporation will usually identify the organizers or incorporators of the business who initiate the process and are often responsible for signing the articles prior to filing with the state.

Writing the Articles 

Your new business's articles do not necessarily need to be complicated or extensive. The Articles will most likely be accepted for filing in your state if they contain the minimum information identified above. However, experienced attorneys will draft the articles with important provisions that will protect the owners, protective property transfer of ownership provisions, indemnity provisions, and other terms.

Filing and Fees

Once your new Articles are written and signed, they are ready for filing with your state's Secretary of State office (or similar state agency that handles business registration). In all states, the filing of the articles of incorporation requires the payment of a corresponding filing fee -- ranging anywhere from $35 to $300, depending upon the state of incorporation. Iowa and Illinois have different rates of filing fees that vary for new corporations and different rates for non-profit corporations.

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