The formal creation of a corporation requires administrative steps to establish the entity as a legally recognized person separate from its owners. This process involves preparing and submitting foundational documents to the appropriate state authority, typically the Secretary of State’s office. The individual responsible for signing and filing this initial paperwork is known as the incorporator. The incorporator’s role is to initiate the corporation’s legal existence, allowing the business to gain the advantages of a corporate structure.
Defining the Incorporator
An incorporator is the person or entity responsible for initiating the corporate formation process by executing and submitting the initial registration documents with the state. This role is primarily that of an administrative facilitator, serving as the signatory who attests to the authenticity of the information provided in the filing. The incorporator’s main purpose is to bring the corporation into legal existence, which is why the role is temporary and often minimal in scope.
In many state jurisdictions, this function is sometimes referred to as the “organizer” or “filer.” The incorporator may be a founder or owner of the business, but they can also be an outside party, such as a law firm, an accountant, or a business formation service hired specifically for this one-time task.
The Specific Duties of an Incorporator
The primary duty of the incorporator is to sign and file the foundational document that officially registers the entity, which is commonly known as the Articles of Incorporation or Certificate of Incorporation. This document includes specific details such as the corporation’s name, its address, the purpose of the business, and the number of shares it is authorized to issue. The incorporator must ensure all required information is gathered, accurate, and compliant with the laws of the state where the filing is made.
Once the state officially accepts the Articles of Incorporation, the corporation’s legal existence begins. The incorporator’s duties often extend to calling and presiding over the initial organizational meeting of the board of directors. During this meeting, the newly appointed directors will adopt the corporation’s bylaws, formally elect officers, and authorize the issuance of stock to the initial shareholders. This meeting marks the transfer of authority from the incorporator to the governing management team.
Requirements for Serving as an Incorporator
The legal requirements for an individual to serve as an incorporator are generally minimal and focus on basic capacity to sign a legal document. In most states, an incorporator must be at least 18 years of age and possess the legal competence to enter into contracts. Unlike many other corporate roles, the incorporator is not required to be a resident of the state in which the corporation is being formed, nor do they need to be a U.S. citizen.
Third-party entities, such as law firms or professional filing services, commonly act as the incorporator on behalf of the business founders. This arrangement streamlines the process, ensuring administrative steps are handled by an experienced party, and places their name on the public record instead of a founder’s.
Distinguishing Incorporators from Directors and Officers
The functions of an incorporator and the corporation’s ongoing management are legally separate, even if the same person fills both roles. The incorporator has a temporary, administrative function focused solely on the initial filing to achieve legal formation. Their authority is limited to the steps necessary to perfect the organization of the company.
Directors, in contrast, hold a strategic and governance role, responsible for the overall management and policy decisions of the corporation. They are elected to the Board of Directors and have a continuing duty to oversee the company’s affairs and act in its best interest. Officers, such as the Chief Executive Officer or Chief Financial Officer, are appointed by the directors and are responsible for the day-to-day operational management of the business, executing the strategies set by the Board.
While the corporation’s founder may act as the incorporator, a director, and an officer simultaneously, the legal duties associated with each position are distinct. The incorporator’s duties are considered fulfilled and cease once the corporation is legally formed and the initial board of directors is elected and organized.
Limited Liability and Termination of the Role
Once the directors and officers have been formally appointed and the corporate structure is established, the incorporator has successfully executed the one-time administrative function they were tasked with. If the initial directors were not named in the Articles of Incorporation, the incorporator’s final action is to elect them.
Because the incorporator’s function is strictly administrative, they bear no ongoing legal liability for the corporation’s debts, actions, or future management decisions. Unlike directors or officers, who hold fiduciary duties and can face liability, the incorporator’s limited involvement shields them from such responsibility. When a third-party service acts as the incorporator, their relationship with the new corporation is complete upon the successful filing and hand-off to the appointed management.