Articles of Incorporation
Articles of incorporation is the foundational legal document filed with a state's Secretary of State to formally create a corporation. Called a "certificate of incorporation" in Delaware and some other states (abbreviated COI or AOI), it brings the corporation into legal existence and gets amended every time the company's authorized share structure changes (typically at each financing round). The document establishes the entity's name, registered agent and address, business purpose (often deliberately broad: "any lawful business"), authorized share count, par value, basic capital structure, incorporator, and registered office.
The required and common contents of articles of incorporation: corporate name (must be unique within the state and typically must include "Inc.," "Corp.," or similar; states reject duplicates), registered agent and address (the Delaware-resident person or service authorized to receive legal documents), business purpose (deliberately broad, such as "to engage in any lawful business," to avoid limiting future operations), authorized share count (the maximum number of shares the corporation can issue; typically 10 million for a venture-backed startup at formation, expanded at later rounds), par value per share (typically $0.00001 to $0.0001 to minimize Delaware franchise tax under the assumed-par-value method), share classes (at formation, usually only common stock; preferred classes are added at the first priced round through amended articles), incorporator name and address (the person filing on behalf of the corporation; usually a service or attorney), and registered office (Delaware office address, typically the registered agent's). The amendment process: each time the cap structure changes (new preferred class authorized, share count increased, name changed), an amended certificate of incorporation must be filed with Delaware. The amendments are public record and reveal the company's funding history to anyone willing to search. The 2020s reality: services like Stripe Atlas, Clerky, and Carta Launch handle the standard Delaware C-corp articles of incorporation as part of their formation packages, so most founders never directly draft or file the document; the amendments at each round are handled by corporate counsel.
Ryan's Take
Articles of incorporation is the document founders look at once at formation and never again unless something goes wrong. That's fine, because it's mostly boilerplate. The one decision that matters at formation: authorized share count. Set it high enough (10 million typical for a venture-track startup) so you don't have to amend just to issue an option pool. Setting it too low (some default templates use 1,000 or 10,000) means amending the articles before you can even issue the founder stock cleanly. The fix is trivial if you catch it before formation; the fix is annoying if you catch it later. Pick 10 million unless your lawyer has a specific reason for a different number.
What founders get wrong: Filing articles of incorporation with too few authorized shares to support future cap-table needs. Default state templates sometimes use 1,000 or 10,000 shares; these amounts make the cap table awkward at the first option pool and require amending the articles before normal operations. 10 million authorized shares is the venture-default and provides room for future dilution without immediate amendment.
Related: Incorporation · Bylaws · Delaware C-Corp · Registered Agent
FAQ
What are articles of incorporation?
The foundational legal document filed with a state's Secretary of State to formally create a corporation, establishing the entity's name, registered agent, business purpose, authorized share count, par value, and basic capital structure. Called "certificate of incorporation" in Delaware and some other states.
What goes into articles of incorporation?
Corporate name, registered agent and address, business purpose (typically broad), authorized share count (10 million typical for venture-backed startup), par value per share (typically $0.00001 to minimize franchise tax), share classes (usually only common at formation), incorporator name, and registered office address.
Do articles of incorporation get updated?
Yes, at each major change to the capital structure: new preferred class authorized at a priced round, share count increased to accommodate dilution, corporate name changed. Each amendment is filed publicly with the state and becomes part of the company's public record. Standard practice: corporate counsel handles amendments at each financing round.
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