For corporations, the Incorporator is the person or entity responsible for preparing, signing, and filing the Articles of Incorporation with the state to legally form the company—similar to how an Organizer performs this role for an LLC.
What is an Incorporator?
An incorporator is the individual or business entity that initiates the legal creation of a corporation by submitting the Articles of Incorporation (or Certificate of Incorporation) to the appropriate state agency, typically the Secretary of State. This role applies specifically to corporations and is comparable to the role of an organizer, who carries out the same function when forming a Limited Liability Company (LLC).
The incorporator’s duties generally include:
- Preparing and signing the Articles of Incorporation.
- Filing these documents with the state and paying applicable fees.
- Naming the corporation’s initial registered agent and providing its principal address.
- Sometimes appointing the initial board of directors until shareholders hold their first meeting.
An incorporator does not have to be a shareholder, officer, or member of the board of directors. Their role is purely administrative: they sign and file the Articles of Incorporation with the state to officially create the corporation. Once the corporation is formed and the initial board of directors is appointed—often by signing an Incorporator’s Statement—the incorporator’s duties are complete. In many cases, incorporators are attorneys, formation service providers, or employees of a registered agent company, rather than actual owners or managers of the business. Their sole responsibility is to bring the corporation into legal existence, after which all authority is transferred to the board of directors.
