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For SaaS and AI businesses, filing incorporation documents is one of the first and most important steps of starting a business. But they can also be one of the most confusing. Filing the wrong paperwork, missing a critical step, or choosing the wrong business entity structure can contribute to costly delays when you’re trying to open bank accounts, secure funding, or make your first sale. They can especially trip you up when it comes to tax compliance.
This guide breaks down the different types of corporations, what documents you need in order to file articles of incorporation, and tax compliance steps you need to take once incorporation is complete.
What Are Incorporation Documents?
Incorporation documents are the legal documents required to officially form a business entity and register it with the appropriate governing authority. These companies both establish your company’s legal existence and create the framework under which it operates.
In the US, incorporation documents are filed at the state level, generally with the Secretary of State. You’ll also need to appoint a registered agent, someone who can receive legal notices on your company’s behalf. (For many businesses, leadership is also the registered agent.)
Beyond what’s filed with the state, your business may also require bylaws for corporations or operating agreements for LLCs. These legal documents define how your business is run, though they are not generally required to be filed with the state.
U.S. Incorporation Documents by Type of Business
The documents you'll need depend entirely on your chosen business structure. C Corporations and LLCs have different filing requirements, governance documents, and ongoing compliance obligations. Here's what each entity type requires:
C Corporation Documents
- Articles of Incorporation – The primary document filed with your state's Secretary of State to legally create your corporation. In Delaware—where many tech companies incorporate—this document is called a Certificate of Incorporation. It includes your company name, registered agent information, authorized number of shares, and incorporator details. Delaware's Division of Corporations processes these filings, typically within 24-48 hours for standard submissions. Other states will vary.
- Bylaws – Your corporation's internal operating manual. They outline board meeting procedures, officer roles, shareholder voting rights, and other governance matters. Think of bylaws as the rulebook that guides daily operations and major corporate decisions. They are not filed with the state.
Other essential documents include an Action by Incorporator (which appoints initial directors and adopts bylaws), board resolutions authorizing key decisions, stock issuance documentation, and an Employer Identification Number (EIN) from the IRS. These documents create the corporate structure and authorize the company to conduct business.
LLC Documents
- Articles of Organization – These legal documents are filed with the Secretary of State to form your LLC. This document is simpler than corporate articles and typically includes the LLC corporate name, registered agent, management structure (member-managed vs. manager-managed), and organizer information. Most states process LLC formations faster than articles of incorporation.
- Operating Agreements – These define ownership percentages, profit and loss allocation, management responsibilities, and member rights. While not required to be filed with the state in most jurisdictions, operating agreements are crucial for multi-member LLCs to prevent disputes and clarify decision-making authority.
Additional documents may include member resolutions for major decisions and an EIN for tax purposes. Unlike corporations, LLCs don't issue shares of stock. Instead, members hold membership interests that represent their percentage ownership stake in the company.
How to Amend Incorporation Documents
You’ll likely need to update your incorporation documents as your business grows and evolves. Some common scenarios for amending corporate documents are:
- Business name change – You’ll need to file a Certificate of Amendment (or the state government’s equivalent) with the state where your business is incorporated. This will also trigger the need to notify the IRS, your bank, vendors, and other institutions with which you do business.
- Leadership change – Adding or amending directors generally requires updating your bylaws. You may also have to amend your state incorporation papers if you listed directors with your original filing documents.
- Address change – The state (and taxing authorities) need to ensure you’re receiving up to date information, so if your business moves you’ll need to amend your address with the state and other interested parties.
- Capital structure change – Authorizing additional shares, creating new share classes, or changing voting rights within our organization requires amendments to your Articles of Incorporation.
For C-Corporations, you’ll generally file a Certificate of Amendment. For LLCs you’ll generally file an Amendment to Certificate of Formation. Both of these are filed with your state’s Secretary of State’s office. There is typically a $50-$100 fee for this process.
For C-Corporations, amendments generally require board approval. For LLCs, they require member approval.
When making major changes to your business, beyond just an in-state address change, it’s advisable to consult a legal or tax professional to ensure you’re accounting for all implications regarding taxes and corporate governance.
Who Files These Documents and Where?
Understanding the filing logistics can help you choose the right approach for your company formation and ensure you file all the necessary documentation to operate legally.
All filing happens at the state level, through the Secretary of State’s office (or equivalent state agency). Each state has its own nuances around filing procedures, processing times, and fees. Delaware, for example, offers same day processing for a fee. Other states may take 5-10 business days for standard filings. Fees are generally anywhere from $50 to $300, depending on the state.
Founders and company principals can file these documents, but they can also be trusted to outside advisors like attorneys, or even online incorporation services like LegalZoom. Stripe Atlas is a viable middle ground between DIY document filing and hiring a professional, and will take care of formation documents, EIN applications, and more for around $500. Another service, Doula, does the same for about $300, but can be more limited in scope than Stripe Atlas.
Note that every corporation and LLC must appoint a registered agent (i,.e. a person or company authorized to receive legal documents, tax notices, and official correspondence on behalf of your business.) Your registered agent must have a physical address in your state of incorporation and be available during normal business hours.
You can serve as your own registered agent if you have a physical address in the state, but many companies prefer to hire a professional registered agent service. This ensures privacy (your home address isn't in public records), provides consistency if your or your business moves, and guarantees that someone is always available to receive important documents.
Once you’ve filed for incorporation, if approved, your state will send back your official formation documents. For corporations, this is typically called a Certificate of Incorporation or Articles of Incorporation with the state's official seal or stamp. LLCs receive a Certificate of Formation or Articles of Organization.
Hang on to this documentation! Articles of incorporation serve as legal proof that your business exists and is in good standing to operate. You’ll be asked for your articles of incorporation in situations like opening a bank account, applying for business licenses, signing leases, and registering for indirect taxes like sales tax or VAT.
International Equivalents of Incorporation Docs
Of course, incorporation varies from country by country.
Canada
In Canada, unlike most other countries, businesses can incorporate at the federal or provincial level. It’s important to note that federal incorporation allows a business to operate in the entire country, while provincial incorporation only allows the business to operate in that province.
In general, the Canadian incorporation process is simple. It requires an Articles of Incorporation document, and contact details for registered officers and directors. Processing times are also very fast, generally taking about a business day and costing $200.
United Kingdom
All corporations in the UK are run through the central Companies House system. To incorporate, the prospective business owner files form IN01, Articles of Association, and a Memorandum of Association. The UK even provides Model Articles of Association with pre-approved legal language that new companies can simply adopt.
France
In France, the “Statuts” is the primary company formation document. It’s similar to the Articles of Association found elsewhere, but with some distinct French legal characteristics. Filing must go through the online INPI system. Further, France requires that new corporations publish their status in authorized journals, which adds an extra step of complexity when forming in France.
Germany
Incorporation in Germany is decentralized, meaning that individual local districts, rather than the central government, handle corporation registration. These systems are called Handelsregister. The primary incorporation documents are either the Satzung (articles/statutes) and the Gesellschaftsvertrag (partnership agreement). Both are required to be notarized by a German notary, which can be pricy at €800-€3,000.
India
In India, incorporation is managed through the Registrar of Companies (ROC) via the Ministry of Corporate Affairs (MCA). This process involves filing a Memorandum of Association (MOA), which outlines the company’s scope and objectives, and Articles of Association (AOA) which detail the company’s internal governance rules. The process typically takes 10-15 days and costs around ₹4,000-₹6,000 ($50-$75 USD).
Breakdown of filing documents and authorities by country:
How to Obtain Incorporation Documents (DIY vs. Services)
How you choose to incorporate your business depends on factors like cost, speed, and complexity.
DIY Incorporation
Filing yourself only costs you the state filing fees, which range from $50-$300. If you have experience with corporate filings, or are filing for a simple entity like a single-member limited liability company (LLC), then this can be a fairly painless and cost-effective process.
However, you’ll want to balance your money with your time. Even a simple filing can take time for you to research what’s needed and meet the requirements. You’ll want to go slow and steady, or you’ll risk making mistakes that you don’t catch months or years down the line, and those can cost you. In DIY filing, it’s easy to miss critical steps like failing to set up an Employer Identification Number (EIN), setting up proper bylaws, or understanding ongoing compliance requirements after the initial filing.
Professional Services
Services like LegalZoom and similar charge $100-$500 plus state fees to handle the incorporation process for you. But note that they often provide basic templates and may not be equipped to handle special circumstances.
Attorneys offer a more comprehensive filing service, but with a price tag to match, often costing from $1,500 to $5,000 for the service. However, this option makes sense for complex businesses that need specialized treatment from day one.
Specialized Startup Services
Some online startup services marry the automation of an online service with the specialization of an attorney.
Stripe Atlas is designed specifically for tech startups planning to raise venture capital. For approximately $500, Atlas provides Delaware C Corporation formation (with documents created in collaboration with attorneys), automatic EIN applications, and templates that include venture capital-standard provisions. Atlas is particularly valuable for international founders who need U.S. incorporation, as it handles banking introductions and provides ongoing support. Similarly, Doola offers incorporation services for global entrepreneurs and remote teams starting at about $300.
No matter how you choose to incorporate, do your due diligence to ensure you have all essential documents, from articles of incorporation to bylaws to your EIN. Sewing up your business structure now will save you hassle and headache in the long run.
What Comes After Incorporation? (Compliance Steps)
Filing your incorporation documents is just the first step of the journey. The real work comes in maintaining compliance.
- Obtain an EIN – If you haven’t done this already, file Form SS-4 with the IRS to obtain your employer identification number. Your EIN allows you to open a business bank account and pay taxes for your business.
- Open a business bank account – This establishes financial separation between personal and business activities and allows you to start doing business.
- Formally adopt internal documents – If your corporate entity requires bylaws or an operating agreement, approve those. For LLCs, this might mean having all members sign an operating agreement.
- Annual reports and franchise taxes – Most states have some kind of annual reporting and taxing requirement for corporations. For example, in Delaware, C-corporations owe a minimum of $175/year in franchise tax while LLCs owe a minimum of $300. Don’t forget these, because late fees can be substantial!
- Foreign legal entity registration – Do you operate in other states other than the one in which you are incorporated? You’ll likely need to register there, too, and be sure to comply with both states’ requirements.
- Tax compliance – This can involve multiple layers depending on your business entity. For income tax, you’ll need to ensure you pay quarterly estimated taxes. If you have employees or contractors, you’ll want to set up payroll or tax or collect contractors’ tax documents for the end of the year. If you sell taxable goods, you’ll want to register for sales tax in states where you have sales tax nexus.
Last but not least, stay organized. It’s advised to create a digital compliance folder with organized subfolders for incorporation documents, tax filings, annual reports, and ongoing corporate actions. Finance leaders should maintain both digital copies and physical certified copies of essential documents, as some institutions still require original paperwork.
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Where Sphere Fits In: Stay Compliant After Formation
While filing incorporation documentation is the fun beginning of your business, ongoing compliance is where it’s easy to get overwhelmed. And one of the biggest challenges of regulatory compliance is handling taxes.
Once your operations ramp up, you’ll quickly find that tax compliance often extends far beyond the initial state in which you are incorporated. SaaS and technology companies more broadly often quickly trigger economic nexus thresholds in multiple US states or even globally, which means the whole new ball game of dealing with value added tax (VAT) or goods and services tax (GST).
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Sphere’s AI-powered solution automates this complexity by continuously monitoring your sales data, alerting you when you become liable for collecting indirect taxes such as sales tax and VAT, and even handling tax registration and filings automatically.
For CFOs or tax teams managing ongoing tax compliance, Sphere eliminates the manual research and administrative drudgery that generally accompanies compliance. Once you’ve successfully incorporated, turn to Sphere to automate your tax compliance and scale your business.
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