Articles Of Incorporation S Corp Template Template for the United States

When you're planning to form a corporation that combines corporate liability protection with partnership-style taxation, you need Articles of Incorporation specifically designed for S Corporation status. This foundational document creates your corporate entity at the state level while ensuring compliance with federal S Corporation requirements under the Internal Revenue Code.

When do you need this document?

You need Articles of Incorporation for S Corp formation when starting a new business that will have multiple owners but wants to avoid double taxation. This document is essential if you're converting from a sole proprietorship or partnership to corporate structure, launching a professional services firm with multiple practitioners, or establishing a family business where profits will be distributed among related shareholders. You'll also need this template when forming a corporation in anticipation of future S Corp election, as the articles must be structured properly before filing Form 2553 with the IRS.

Key legal considerations

Your Articles of Incorporation must include specific provisions to maintain S Corporation eligibility under federal law. The document must authorize only one class of stock, though voting and non-voting shares within that class are permitted. You cannot include provisions for preferred stock, convertible securities, or multiple stock classes that would disqualify S Corp status. The articles must limit shareholders to 100 individuals and restrict ownership to eligible parties under IRS regulations, excluding corporations, partnerships, and non-resident aliens. Your registered agent designation is crucial for receiving legal documents and maintaining good standing with state authorities. The corporate purpose clause should be broad enough to accommodate business growth while avoiding activities that could jeopardize S Corp status, such as passive investment company operations.

Legal requirements in United States

Federal requirements under Internal Revenue Code Section 1361-1379 mandate that your Articles of Incorporation support S Corporation eligibility criteria, including domestic corporation status and specific shareholder restrictions. State corporation statutes vary by jurisdiction but generally require filing with the Secretary of State, paying incorporation fees, and appointing a registered agent. Most states require disclosure of initial directors, incorporator information, and authorized share capital. You must comply with state Business Corporation Acts governing corporate governance, annual reporting, and ongoing compliance obligations. Securities laws under the Securities Act of 1933 may apply to your stock issuance, particularly if you're raising capital from multiple investors. State filing requirements typically include notarized documents, specific formatting, and prompt submission of required forms and fees to complete the incorporation process.