# Incorporation: Definition, How It Works, and Advantages

> **Definition**
>
> Incorporation is the process of constituting a company, entity, or other organization as a legal corporation.

## What Is Incorporation?

Incorporation is the legal process used to form a corporate entity or company. A [corporation](https://www.investopedia.com/terms/c/corporation.asp) is the resulting legal entity that separates the firm’s assets and income from its owners and investors.

Corporations can be created in nearly all countries in the world and are usually identified as such by the use of terms such as “Inc.” or “Corp.” in their names. It is the process of legally declaring a corporate entity as separate from its owners.

### Key Takeaways

*   Incorporation is the way that a business entity known as a corporation is formally organized and officially brought into existence.
*   The incorporation process involves writing up a document known as the articles of incorporation and enumerating the firm’s shareholders.
*   In a corporation, the assets and cash flows of the business entity are kept separate from those of the owners and investors, which is called limited liability.
*   Through incorporation, a company’s tax liability is also treated differently from that of a sole proprietorship or partnership.
*   Incorporating makes it easier for a business to sell shares, raise capital, and divest ownership from a portion of the business.

![Incorporation](https://www.investopedia.com/thmb/k9hsyMPDMIPBRNA11F88JRgiH7s=/1500x0/filters:no_upscale():max_bytes(150000):strip_icc()/incorporate.asp-FINAL-439d51364faa4329b7c06468adae2822.png)

*— Jiaqi Zhou / Investopedia*

## Understanding Incorporation

“Incorporation” is the broad term to describe a business registered with a state to become a separate legal entity. That business entity is often owned by shareholders (even if it is a corporation with a single owner) that may also be overseen by a board of directors.

A company does not need to be incorporated to operate a business. Business owners may elect to operate as a sole proprietorship, partnership, or limited liability company (LLC) instead. These business structures treat company debt and taxes differently from an incorporated entity.

Another primary difference between legal entities and one of the most important reasons why a company may want to incorporate is the advantage of issuing stock. When a company incorporates, it gains the ability to share ownership of the company by issuing [shares](https://www.investopedia.com/terms/s/shares.asp) of stock. Whereas a sole proprietorship or partnership is usually only owned by those operating the company, incorporating allows a business owner to sell an ownership stake in part of the business.

If a business doesn’t need to sell [stock](https://www.investopedia.com/terms/s/stock.asp), an LLC can be a great option. It offers legal protection, but has pass-through taxation, meaning [earnings](https://www.investopedia.com/terms/e/earnings.asp) are only taxed once.  

## The Creation and Organization of Corporations

Incorporation involves drafting [articles of incorporation](https://www.investopedia.com/terms/a/articlesofincorporation.asp), which list the primary purpose of the business and its location, along with the number of shares and class of stock being issued, if any. A [closed corporation](https://www.investopedia.com/terms/c/closed-corporation.asp), for instance, is held by a small number of shareholders and is not publicly traded.

Companies are owned by their shareholders. Small companies can have a single shareholder, while very large and often publicly traded companies can have several thousand shareholders.

As a rule, the [shareholders](https://www.investopedia.com/terms/s/shareholder.asp) are only responsible for the payment of their own shares. As owners, the shareholders are entitled to receive the company’s [profits](https://www.investopedia.com/terms/p/profit.asp), usually in the form of [dividends](https://www.investopedia.com/terms/d/dividend.asp). The shareholders also elect the directors of the company.

The directors of the company are responsible for day-to-day activities. They owe a [duty of care](https://www.investopedia.com/terms/d/duty-care.asp) to the company and must act in its best interest. They are usually elected annually. Smaller companies can have a single director, while larger ones often have a board composed of a dozen or more directors. Except in cases of fraud or specific tax statutes, the directors do not have personal liability for the company’s [debts](https://www.investopedia.com/terms/d/debt.asp).

> **Fast Fact**
>
> According to the U.S. Census Bureau, roughly 45,000 corporations submit business licenses each month. In February 2025, the most recent data available, 53,624 applications from corporations were submitted.

## How to Incorporate a Business

There are many steps to incorporating a business, each with its own degree of importance. Below are the following decisions and actions a business owner must take to incorporate.

### Decide Where to Operate and Comply With Local Laws

Prior to incorporating, a business should ensure it is adhering to local business licensing and zoning laws. This includes having the appropriate permits or licenses to operate, though not all businesses may require these.

By extension, this may have implications for where you operate and ultimately decide to incorporate. It’s sometimes best to incorporate in the state that the business is operating in, as there are different types of applications and filing requirements to file elsewhere. For example, incorporating in a different state may require you to file as a foreign corporation. On the other hand, filing in a different state may reduce the fees and reporting requirements needed to establish and maintain the corporation.

> **Important**
>
> Many companies choose to incorporate in Delaware, as the state does not impose income tax on entities that do not do business in the state.

### Decide If a Corporation Is the Best Option for You

One of the most fundamental, important decisions to make is to establish the business structure. The most common forms of business are a sole proprietorship, partnership, corporation, and S corporation. An LLC is also a common business structure allowed by state statute. While this article is focused on incorporation, the process of forming a corporation, readers should be aware of other entity types that may suit them better. Should you choose another entity, your entity formation process will differ from the incorporation process.

A business owner should choose the business structure that makes the most strategic and operational sense for the long term. As mentioned above, corporations can issue stock, a very easy way for owners to sell part of the business for personal profit. There are also very considerable tax and liability considerations to be had based on the business structure chosen.

For those unaware of the best course of action, it’s usually recommended to consult a business attorney to discuss business structure options. In this article, more of the specific benefits and advantages of incorporating a business are discussed below.

### Select a Unique Name

To incorporate, your business name can’t be the exact same name as another corporation in your local area. You also want a unique name to avoid [trademark](https://www.investopedia.com/terms/t/trademark.asp) infringement and [branding](https://www.investopedia.com/terms/b/brand.asp) confusion. When selecting that unique name, consider that incorporated businesses often end in incorporation abbreviations (i.e., “Inc.”).

There are online directories that can be used to search existing business names. These directories allow users to input intended names to see whether they are available. Some states may offer business owners going through the incorporation process the option to reserve an available name for a period from 60 to 120 days, depending on the state.

### Select Registered Agent

A registered [agent](https://www.investopedia.com/terms/a/agent.asp) is a person who has the right and ability to accept paperwork and mail on behalf of the company. States will require that a company name a local registered agent, as the state will need a contact of someone who will handle official business as items arise.

The registered agent does not need to be the business owner. For example, a company’s business attorney can serve as a registered agent as long as they have an office within the state in which the business is being incorporated. Should the registered agent move out of the state in which the business is incorporated, the company will need to choose a new agent. There are also online legal services that can act as your registered agent (in return for a fee).

### Draft and File the Articles of Incorporation

As discussed above, the articles of incorporation include many important aspects of a company, including the business name, location, information on public or private shares, information on the registered agent, and the name of the incorporator. Each state has its own filing requirements for the articles of incorporation. There will be a filing fee to submit the article of incorporation with the state; in most cases, this is several hundred dollars.

### Draft Corporate Bylaws

In addition to drafting the articles of incorporation, companies must draft bylaws to outline how your compensation is structured, how shares are issued, what voting rights are, and how the board of directors operates.

The corporate bylaws are a more detailed set of instructions on how to operate a business. Very often, a company may refer back to its bylaws to better clarify the best course of action to take as it runs. Some states won’t require a copy of these, but they may be required by other entities (i.e., financial institutions may require bylaws when setting up a bank account). In addition, bylaws may be revised to meet the adapting nature of a business.

### Host Board Meetings

At the first initial [board meeting](https://www.investopedia.com/terms/b/boardofdirectors.asp), the board members will be tasked with performing an important series of actions. At that first meeting, the board members should formally vote to adopt the articles of incorporation and bylaws, authorize and issue shares of stock, elect officers, and make other operational decisions. It is also important that the meeting minutes are taken, as certain entities may require a copy of the notes as needed.

### Complete Additional Requirements

There are other operational tasks that a business owner should take as it becomes incorporated. Though independent of the actual incorporation process, companies should apply for an [employer identification number](https://www.investopedia.com/terms/e/employer-identification-number.asp), create a bank account, file federal taxes, announce the creation of your corporation (if applicable), and file [annual reports](https://www.investopedia.com/terms/a/annualreport.asp) as needed.

> **Fast Fact**
>
> Incorporation averages about 10 days to be complete, but may take a few weeks.

## Advantages and Disadvantages of Incorporation

### Advantages

Incorporation effectively creates a protective bubble of limited liability, often called a corporate veil, around a company’s shareholders and directors. As such, incorporated businesses can take the risks that make growth possible without exposing the shareholders, owners, and directors to personal financial liability outside of their original investments in the company.

Because an incorporated business can issue and trade shares, this allows for easy transfer of ownership to another party. Whereas a sole proprietorship must sell the entire company to financially profit from disposing of company equity, owners of a company can still retain primary ownership but sell part of their shares for personal profit. In addition, shares traded on public exchanges are much more liquid markets compared to other means of selling a business.

An incorporated business may achieve a lower tax rate than on personal income. Incorporated businesses often receive more lenient tax restrictions on [loss carryforwards](https://www.investopedia.com/terms/c/capital-loss-carryover.asp) and may receive more favorable tax treatment for allowable deductions.

### Disadvantages

The primary drawback of an incorporated business is the operating constraints to maintain its incorporated status. Companies must adhere to their bylaws and must ensure they meet filing, reporting, and other ongoing requirements. An argument can be made that since an incorporated entity’s tax filing is separate from any individual’s, there is also an administrative burden angle when preparing multiple tax returns.

An incorporated business normally experiences [double taxation](https://www.investopedia.com/terms/d/doubletaxing.asp). Consider an example of a corporation being assessed [net income](https://www.investopedia.com/terms/n/netincome.asp) tax. Then, with after-tax proceeds, it makes a taxable distribution to a shareholder. This shareholder now has [taxable income](https://www.investopedia.com/terms/t/taxableincome.asp) on funds that have already been assessed a tax liability.

Operating an incorporated entity may be more expensive based on the filing, reporting, and administrative fees. Companies must often meet public reporting requirements (such as getting their [financial statements](https://www.investopedia.com/terms/f/financial-statements.asp) [audited](https://www.investopedia.com/terms/a/audit.asp)). There are also ongoing fees and regulatory charges to maintain their status on an exchange.

Lastly, an incorporated business may be considered less flexible in some ways compared to other forms of business. Once incorporated, a business must operate in accordance with its bylaws and articles of incorporation. In addition, it usually now has an entire board of individuals overseeing operations. It may be more difficult for the executives at an incorporated business to dramatically change business strategy or operational considerations.

### Pros and Cons of Incorporation

Pros

*   Protects owners from personal liability, as the corporation is responsible for its own debts
    
*   May be much easier to raise [capital](https://www.investopedia.com/terms/c/capital.asp), as shares can more easily be sold
    
*   May be easier for owners to personally profit by selling a partial stake in the company, as opposed to needing to sell full ownership
    
*   May receive some favorable tax treatment compared to other business structures
    

Cons

*   Often requires greater investment of time to meet reporting, filing, and regulatory requirements
    
*   Funds paid to shareholders are exposed to double taxation, where both the corporation and shareholders are taxed on the same funds
    
*   May be a more expensive type of business structure due to fees and legal costs
    
*   Is usually less flexible compared to other structures, as the company is bound by its bylaws and board
    

## Is an LLC Better Than a Corporation?

Which of the two is better will depend on the business and the needs of its owner or owners. One is not necessarily better than the other. There are several differences between the two.

LLCs can avoid double taxation with pass-through taxation. LLCs do not need a board of directors. They are also cheaper and easier to form and maintain.

Corporations are typically better at accommodating larger businesses and businesses with more owners. They can also raise capital by selling shares. This gives more flexibility with adding owners or changing stakeholders.

## When Should You Start a Corporation?

Administratively, there are many benefits to changing a legal entity’s status effective Jan. 1; this change is the cleanest from a tax perspective. Operationally, it may make more sense to convert a company to a corporation when it is ready to raise more capital and make it easier for investors to infuse capital into the company.

## Do I Need to Pay Myself After I Incorporate?

There are tax considerations to make regarding paying yourself a wage or salary as a business owner, as opposed to taking a draw or equity distribution. You are not required to do either when you incorporate.

You may want to consider double taxation when deciding whether to pay yourself or not. Remember, [income](https://www.investopedia.com/terms/i/income.asp) is taxed when a corporation earns it and again when it’s paid out to the owners. So, if you’d like to delay the personal income taxes on the money, it may be wise to only pay yourself when needed.

## Can an Individual Be a Corporation?

The simple answer is yes. A corporation can consist of just one person. S corporations and C corporations are popular options for corporations with one or a small number of owners. A regular corporation can also be just one person. However, LLCs are often a better option when there is just one owner. They can even elect for S corp taxation if it’s advantageous to them.

## The Bottom Line

More complex companies looking to raise more capital, have the owners avoid personal liability, and gain certain tax incentives can opt to incorporate and operate using a different operating structure. Though incorporating is more expensive and requires more time to handle administrative matters, there are long-term, strategic advantages to moving on from being a sole proprietor or partnership.

> **Article Sources**
>
> 1.  U.S. Census Bureau. “[Business Formation Statistics by State](https://www.census.gov/library/visualizations/interactive/bfs-by-state.html).” Under the “Type” drop-down menu, select “Business Applications from Corporations.”
>     
> 2.  Delaware Division of Revenue. “[Corporate Income Tax FAQs](https://revenue.delaware.gov/frequently-asked-questions/corporate-income-tax-faqs/).”
>     
> 3.  LegalNature. “[How Long Does the Incorporation Process Take?](https://www.legalnature.com/guides/how-long-does-the-incorporation-process-take)”