Business Documents

Starting a business requires a variety of business documents: documents to form your corporation, documents to comply with various state and local regulations, and documents that must be filed periodically to remain in compliance. As a small business owner, it's your responsibility to file and maintain all of your required documents.

Here are a few common business documents your corporation will probably encounter, either during formation or over the course of your corporation's life.

Articles of Incorporation

The Articles of Incorporation are your business's formation document. They will include basic information about your business, including:

  • Corporate Name—subject to state name availability in each state, your corporate name is typically required to include the word "Corporation," "Incorporated," or an accepted abbreviation of one of these terms.
  • Registered Agent—a requirement in nearly all states (notable exceptions being Minnesota and New York), the registered agent is the public contact on file for your business. Either an individual or a business may act as a registered agent, though some states require a business to register with the state as a commercial registered agent in order to act as such.
  • Registered Office Address—while a mailing address may be a PO box, the office address of the registered agent is required to be a physical address within the state of incorporation.
  • Shares—the amount of shares must be specified, as well as an explanation of any other classes of shares, if applicable.
  • Incorporator—multiple incorporators are usually allowed, but typically just one is necessary. The incorporator is the person who executes the Articles; he or she is typically not required to have any other official connection with the corporation.

In addition to this basic information about your business, your Articles of Incorporation may have additional articles or clauses as required by your state or your specific regulatory requirements.

Note: It's important to keep a copy of your Articles of Incorporation, along with the rest of your business documents, on file for future reference. Some agencies or financial institutions may require certified copies of the Articles of Incorporation, which can be either be obtained from your state at the time of incorporation or ordered separately at a later date.

Annual Report

Many states require Annual Report filings, sometimes known as Annual Renewals, beginning the calendar year following your year of incorporation. Some states make Annual Reports due on the anniversary of your filing date; others have a certain day on which all Annual Reports are due regardless of the incorporation date. Still other states, such as Pennsylvania, require a Biennial Report rather than an Annual Report.

Information contained in your Annual Report will depend on your state's requirements, but they will typically include:

  • Filing Number—this number is provided by the state and should be printed on your filed Articles of Incorporation.
  • Corporate Name
  • Registered Office Address
  • CEO's Name and Address

Note: This state-required Annual Report or Renewal should not be confused with the more general "annual report" a business provides each year to its shareholders, which details profits and losses for the year and projections for the following year.

Corporate Bylaws

While your Articles of Incorporation provide important basic information about your corporation and typically include a purpose statement, they do not provide direction for specific actions of the corporation.

Upon formation, a corporation should formally adopt corporate bylaws. These corporate bylaws will address procedures for future actions the corporation may take and situations it may need to respond to, such as:

  • Basic information about the business, also typically found in the Articles of Incorporation
  • Compensation information about each director and corporate officer
  • Procedure for director or shareholder meetings
  • Replacing a director or corporate officer upon resignation or death
  • Removing a director or corporate officer from his or her position
  • Procedures for amending Articles of Incorporation or the bylaws themselves
  • Method by which corporate minutes and other records should be kept
  • Explanation of classes of stock and amount of shares authorized

In addition to the bylaws themselves, there are other supporting documents that should be kept with the bylaws for the corporation's records: financial documents, contracts with vendors or suppliers, loan and banking information, agreements with officers and directors, and so on.

Corporate bylaws can be written from scratch and adopted by the officers and directors, or ready-made templates can be downloaded; however, in either case, corporate bylaws should be modified and tailored to the specific needs of the corporation. A lawyer or legal advisor can give specific advice on the bylaws.

Note: If anything changes about the corporation, it's important to update the bylaws so that current information is provided at all times. While it may be uncomfortable to lay out official company responses to certain situations—no one wants to think about the death of an officer, for example, or the forced removal of a director—it's good business practice to be prepared for any contingency so there is always a clear path forward in these already difficult situations.

Articles of Amendment

During the course of doing business, it's likely that information laid out in your Articles of Incorporation may change. If this happens, your corporation is required to inform the state by filing Articles of Amendment.

Nearly any information provided in Articles of Incorporation can be modified with an amendment to the articles, including:

  • Corporate Name
  • Mailing Address
  • Board of Directors
  • Purpose Statement

However, there are some things about your business that cannot be changed by filing Articles of Amendment. For example, your incorporator cannot be changed. Your filing date and time may be able to be changed under some circumstances, but typically not through Articles of Amendment; contact your Secretary of State's office to determine whether this is a possibility for you.

While Articles of Incorporation may be executed by the incorporator, Articles of Amendment must typically be executed by a corporate officer or director—someone within the business with official authority to make these kinds of changes.

Note: In some states, changing a registered agent's address or switching to a new registered agent entirely is done by filling out a specific amendment form called a Registered Agent Change Form (or some type of similar terminology used in your state).

Federal Tax ID Number Application

The Federal Tax ID Number Application, or IRS Form SS-4, is required by all businesses that operate as a corporation, whether or not there are employees.

A Federal Tax ID Number, also known as an EIN or FEIN (Federal Employer Identification Number), is a 9-digit number required by the IRS in order to identify your corporation. You will use this EIN when submitting your federal tax return, as well as on any other correspondence with the IRS during the continuation of your business.

Foreign Qualification

Registering in one state only gives you the legal authority to do business in that state; if you decide to expand your business into a neighboring state, you'll likely be required to register as a foreign corporation in that state by filing a Foreign Qualification application.

While terminology differs from state to state, your foreign corporation application will act in much the same way as your Articles of Incorporation did in your original state: upon filing, a record of your corporation will be created and maintained by the Secretary of State's office.

In order to file a Foreign Qualification, most states require that you obtain a Certificate of Good Standing, or Certificate of Good Existence, from your domestic state. Other states require certified copies of your Articles of Incorporation and any amendments to the articles; other states require no proof of this at all, instead requiring that you simply certify that you are in good standing with your domestic state.