Articles of incorporation (also called a certificate of incorporation in Delaware and several other states) are the foundational charter document that legally establishes a corporation in the United States. Under the Delaware General Corporation Law (DGCL), 8 Del. C. §101 authorizes one or more persons to form a corporation by filing a certificate of incorporation with the Delaware Secretary of State. Section 102 prescribes the mandatory contents: the corporation's name (which must include "Corporation," "Incorporated," "Company," "Limited," or an abbreviation thereof under §102(a)(1)), a statement of purpose, the name and address of the registered agent in Delaware, the total number of authorized shares and their par value, and the name and mailing address of each incorporator.

The Model Business Corporation Act (MBCA), adopted in whole or part by over thirty states, requires similar content under §2.02. Mandatory provisions include the corporate name, the number of authorized shares, the street address of the initial registered office, and the name of the initial registered agent at that office. Optional provisions under MBCA §2.02(b) allow incorporators to include purposes, powers, management structure, par value designations, personal liability limitations for directors (consistent with §2.02(b)(4)), and any provision the MBCA requires or permits to be set forth in the bylaws.

Filing procedures vary by state but generally involve submitting the articles to the Secretary of State with the requisite filing fee—ranging from approximately $50 in many states to $89 in Delaware (plus franchise tax considerations) to several hundred dollars in states like Massachusetts and Nevada. Most states now accept online filing. Once the Secretary of State stamps and returns the filed articles, the corporation's legal existence begins under DGCL §106 and MBCA §2.03. The incorporators then hold an organizational meeting under DGCL §108 or MBCA §2.05 to adopt bylaws, elect initial directors, and take other organizational actions.

Beyond the statutory minimums, well-drafted articles typically include provisions limiting or eliminating director personal liability for monetary damages (as authorized by DGCL §102(b)(7) and MBCA §2.02(b)(4)), indemnification provisions, preemptive rights waivers, and supermajority voting requirements for charter amendments. For Delaware corporations, the certificate should also address authorized capital structure carefully, as the franchise tax is calculated based on authorized shares. The articles constitute a public record and form the supreme governing document of the corporation—bylaws and shareholder agreements must be consistent with their terms.