S Corporation Articles Of Incorporation Template for the United States

When you're forming an S corporation in the United States, the Articles of Incorporation serve as your company's foundational legal document. This charter establishes your corporation under state law while setting the groundwork for your federal S corporation tax election. You'll need to file this document with your state's Secretary of State or equivalent agency before you can operate as a legally recognized S corporation.

When do you need this document?

You need S Corporation Articles of Incorporation when starting a new business that you want to structure as an S corporation, or when converting an existing entity to S corporation status. This document is essential if you're seeking the limited liability protection of a corporation while wanting pass-through taxation benefits similar to a partnership or sole proprietorship. You'll also need these articles if you're planning to raise capital from investors while maintaining the tax advantages of an S corporation election. The articles become particularly important when you want to formalize your business structure to protect personal assets from business liabilities while avoiding double taxation on corporate profits.

Key legal considerations

Your Articles of Incorporation must include specific provisions to maintain S corporation eligibility under federal tax law. You're required to authorize only one class of stock, though you can have voting and non-voting shares within that class. The document must limit your corporation to no more than 100 shareholders, all of whom must be U.S. citizens or residents. You cannot have corporate or partnership shareholders, and certain trusts have restrictions. Your articles should clearly state the corporation's purpose, registered office, and registered agent information. Consider including provisions for director indemnification and limitations on director liability where state law permits. You'll also want to address stock transfer restrictions to help maintain S corporation status and prevent inadvertent termination of your election.

Legal requirements in United States

Under the Internal Revenue Code Sections 1361-1379, your S corporation must meet strict federal requirements that should be reflected in your Articles of Incorporation. State corporation laws vary, but most require you to include the corporate name, registered office address, registered agent, authorized stock, and incorporator information. Some states have specific S corporation filing requirements or forms. You must file your articles with the appropriate state agency and pay required fees, which typically range from $50 to $500 depending on your state. After incorporation, you have 75 days to file Form 2553 with the IRS to elect S corporation tax status. Your articles must comply with both state business corporation acts and federal securities laws if you plan to issue stock to multiple parties. Remember that state laws govern corporate formation while federal law governs tax treatment, so both sets of requirements must be satisfied.