Preparing for Incorporation: Name, Documents, and Fees
When you decide to incorporate, the first hurdle is the corporate name. Each state maintains a searchable database that lists all registered names, and the name you pick must not be deceptively similar to an existing one. The rule is straightforward: the name cannot mislead the public into believing your company is affiliated with another entity that already exists in that state. A quick search can save you months of frustration later.
Once you’ve found a name that clears the check, the next task is drafting the Articles of Incorporation. This foundational document contains a handful of essential details: the corporation’s legal name, the purpose of the business, the number of shares the company is authorized to issue, the address of the registered office, and the name and address of the registered agent. Some states allow you to add optional provisions, such as restrictions on transferability of shares or specific corporate governance rules, but keep the document concise. An overly detailed article may raise questions during the review process and slow approval.
The filing fee comes next. State fees vary dramatically - from under $100 in some jurisdictions to more than $400 in others. The fee is paid when you submit the Articles to the Secretary of State’s office. In addition to the base filing fee, most states require an initial franchise tax or a minimum tax that must be paid before the corporation becomes fully active. A few states also impose a filing fee for the initial annual report, which is due in the year following incorporation. Before you submit anything, check the current fee schedule on the state’s business portal and be ready with a credit or debit card to cover the cost.
Time is another variable to factor in. The review period differs from state to state. On average, it takes between four and six weeks for the Secretary of State’s office to process the paperwork, approve the Articles, and issue a certificate of incorporation. If you’re in a hurry, most states offer an expedited service for an additional fee, often reducing the turnaround time to about one week. The exact premium depends on the state and the volume of filings the office receives.
Before you start, gather all the documents you’ll need: a list of the proposed officers and directors, the address of your registered agent, and any special provisions you want to include. Having these items ready will make the drafting and filing process smoother. If you’re working in a state with strict naming conventions - some states disallow certain words or require that the company name include words like “Incorporated,” “Corp,” or “Company” - review those rules early. Missing one small detail can derail your application and cost you another round of fees.
Many entrepreneurs think they can skip the name check or forget about the registered agent requirement, but both are mandatory for every corporation. The registered agent acts as the official point of contact for legal documents and government notices. If you do not have a professional agent, you can name an individual in the state who will receive these documents, but that person must have a physical address in the state and be available during business hours.
Finally, keep a copy of every filing receipt, the certificate of incorporation, and any correspondence from the Secretary of State. These documents prove your legal existence and are required for future filings, opening bank accounts, and securing loans. Store them in a secure location - whether in a digital backup or a physical file - so that you can access them whenever the state or any other authority requests proof of your corporation’s status.
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