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 corpoartion. Starting 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 the fundamental identifying and operating characteristics of your company or corporation. 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 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 it contains 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 fee varies for new corporations and different rates for a non-profit corporation.