What’s an Incorporator? (And Do You EVEN Need One?!…)

What does an Incorporator do?

Can I, as the business owner, be the incorporator?

Who can be an Incorporator?

In summary, an incorporator is the individual who organizes the incorporation and arranges for the Articles of Incorporation to be filed with the Secretary of State.

When a business (a corporation or LLC) is formally registered with a state, certain information is required. Many states have in their registration process a requirement to disclose the name of the person who is in charge of formally setting up the organization.

For a corporation, this person is called the incorporator. For an LLC, this person is called the organizer.

Most frequently, the incorporator is the lawyer who is handling the formation of the corporation.

A business’s Incorporator is an important job, and you should understand the position thoroughly before choosing who will serve this function.

If you’re looking to have an incorporator form your Corporation or LLC for you, email me at sam@mollaeilaw.com

 

What is an Incorporator?

The incorporator is simply the person that files the Articles of Organization (for LLC) or Articles of Incorporation (for Corporation).

 

There are a few requirements for a business’s Incorporator, such as needing to be old enough to legally enter into a contract. The relationship between a business and an Incorporator is such that If I incorporate your business, I act as the incorporator, by preparing and signing the required documents.

Incorporators are required to sign the articles of incorporation and they are responsible for the content of them. The incorporator’s duties and title end after incorporating. Unlike a director or shareholder, the position’s responsibilities do not continue for the length of the company’s existence.

Email me today at sam@mollaeilaw.com so we can talk about how to choose the Incorporator that’s right for your business today.

Another Name for Incorporator is Organizer.

An organizer is the same thing as an incorporator with only one crucial difference: what sort of company they are filing and preparing articles of incorporation for.

The qualified person who handles drafting, signing, and filing a company’s articles of incorporation is called an ‘organizer’ when the company in question is an LLC. When the company in question is a corporation, this person is then called an ‘incorporator.’

This is the only difference between the two terms! An Incorporator and an organizer have no difference in jobs or duties, just which company they are acting in the interests of.

An easy way to remember this is that corporation and incorporator sound really similar, so those two terms go together.

 

Incorporator Definition

An incorporator is the individual who prepares and files the Articles of Incorporation with the Secretary of State to file the Corporation.

The incorporator signs the Articles, verifying the information submitted is true and correct. Oftentimes, the incorporator is not a shareholder, director or officer of the corporation.

Most frequently, the incorporator is the lawyer who is handling the formation of the corporation.

Following the first meeting of the Board of Directors and officers, the incorporator resigns from its role.

Accordingly, the incorporator’s signature appears on the corporation’s organizational documents.

 

Can You be the Incorporator and Registered Agent?

Yes you can serve as both the Incorporator and the Registered Agent.

A registered agent is someone who needs to be present at a company’s business address to receive legal correspondence during standard business hours. These hours are generally considered to be from 9:00 a.m. to 5:00 p.m. from Monday through Friday.

As the duties of an Incorporator end after the articles of incorporation are filed, and do not conflict with the duties of a Registered Agent, one person is free to serve in both capacities without conflict.

That being said, it is advisable to hire a Registered Agent service so that you are not chained to your business address at all times.

 

Can a Registered Agent and Organizer be the Same?

Just like an Incorporator, an Organizer is perfectly free to act in the capacity of a Registered Agent.

Because an Organizer’s role within the company begins and ends with the preparation, signing, and filing of the Articles of Incorporation there is no conflict for that person to serve as a Registered Agent.

When designating your company’s Registered Agent, keep in mind that this person must be available every day during business hours to receive legal correspondence.

You might not want to be the person who has to be there every day to receive this information, and might consider hiring either an employee or a registered agent service to take the burden off of yourself.

If you have questions about the duties of a registered agent or how to hire a legitimate registered agent service, email me now at sam@mollaeilaw.com so I can answer all of your questions.

 

Are Incorporator and Organizer the Same?

The Incorporator and Organizer have the same duties and responsibilities, with the only difference being which company they draft and file articles of incorporation for.

When deciding who should be the person in charge of drafting, signing, and file your company’s articles of incorporation it’s important to keep in mind the needs and complexity of your company’s structure.

For example, as an Organizer can file very simple articles of incorporation for an LLC, it is theoretically possible for a business owner to do this themselves.

However as a corporation is a more complicated entity that serves more functions, a trained professional such as a business lawyer should be the company’s official Incorporator.

 

Incorporator vs Owner

The Incorporator’s duties begin and end with the articles of incorporation, and the Owner takes a much more active and involved role in a company.

A company’s owner runs the whole show once the articles of incorporation have been filed. They are responsible for the health of the business and handle everything from hiring staff to long term financial goals and everything in between.

Considering that most companies start with a small budget, it is common for the owner of a company to serve as an Incorporator or Organizer.

 

Incorporator vs Shareholder

While an Incorporator may or may not be involved with the business after its formation, a shareholder is a partial owner of the business once it has formed.

A shareholder is a partial owner of the business. This ownership is represented through the issuing of shares of stock, which add up to represent the percentage of the business any one particular shareholder owns.

Shareholders are given their rights as laid out in the corporation laws and include things such as the right to vote for corporation directors, the right to receive dividends if authorized, and the right to look at the corporation’s books.

As with other positions, an Incorporator is free to act as a shareholder once the company has been formed.

If you have questions about how to issue shares of your business, I can help you. Email me now at sam@mollaeilaw.com so we can get started.

 

Incorporator vs Director

An Incorporator is responsible for the articles of incorporation, and a Director is a member of the board of directors.

One of the biggest differences between these two offices is that an Incorporator’s job is done after the company is formed, and a Director’s job only begins after a company is formed.

A Director of a company has many responsibilities. The directors are able to make corporate changes, vote on and introduce bylaws, and make other business decisions that affect the corporation.

Additionally a director does not have to be an owner or shareholder in order to sit on the board of directors.

It is theoretically possible for an Incorporator to sit on the board of directors after the company is formed. This person would have the rights and responsibilities of both offices.

 

Conclusion

An Incorporator is the person who files the documents to form the LLC or Corporation.

As a business owner, you have enough on your plate without spending hours and hours of your own time researching how to write accurate articles of incorporation.

As a business lawyer, I’ve assisted hundreds of clients just like you start their business and I can definitely help you with yours.

Email me at sam@mollaeilaw.com if you’d like me to be your incorporator to start your business.