Understanding the Charter Application Signing Process
A charter application is a foundational document required to legally form a corporation. But who exactly must sign it? Typically, this responsibility falls to the incorporators—the individuals or entities initiating the corporation.
In this guide, we’ll break down:
✔ Who qualifies as an incorporator
✔ Legal requirements for signing
✔ Common mistakes to avoid
✔ State-specific variations
Whether you’re forming an LLC, S-Corp, or C-Corp, knowing these rules ensures a smooth filing process.
Who Are Incorporators? Definition and Role
Incorporators (sometimes called prospective stockholders) are the people or entities that:
- File the charter application (also known as articles of incorporation)
- Initiate the legal formation of the corporation
- May serve as temporary directors until the first board is appointed
Most states require at least one incorporator, though some mandate more. According to the Delaware Division of Corporations, even a single incorporator—who can be a person or another business entity—is sufficient to establish a corporation.
Legal Requirements for Signing a Charter Application
1. Who Can Be an Incorporator?
- Individuals (Founders, attorneys, or third-party agents)
- Business Entities (Some states allow LLCs or other corporations to act as incorporators)
- No Residency Requirement (Most states don’t require incorporators to live in the state of incorporation)
2. How Many Signatures Are Needed?
- Single Incorporator States (Delaware, Nevada, Wyoming)
- Multiple Signer States (Some states require 2-3 incorporators)
Check your state’s business filing office for exact rules.
3. What Must the Signature Include?
- Full legal name (printed and signed)
- Title/role (e.g., “Incorporator”)
- Date of signing
Pro Tip: Some states require notarization—confirm before submitting.
Common Mistakes When Signing a Charter Application
Avoid these pitfalls to prevent delays or rejections:
❌ Missing Signatures – Some states require all incorporators to sign.
❌ Illegible Names – Print clearly beneath signatures.
❌ Outdated Information – Ensure names match government-issued IDs.
❌ Incorrect Titles – Use “Incorporator” unless specified otherwise.
For a full checklist, refer to the U.S. Small Business Administration’s incorporation guide.
State-by-State Variations in Incorporator Rules
| State | Minimum Incorporators | Residency Required? | Notarization Needed? |
|---|---|---|---|
| Delaware | 1 | No | No |
| California | 1 | No | Yes |
| New York | 1 | No | No |
| Texas | 1 | No | Yes |
Always verify with your Secretary of State’s website before filing.
Can an Incorporator Also Be a Director or Shareholder?
Yes! Many founders serve multiple roles:
- Initial Director – Until the first board election.
- Shareholder – If they receive stock in the new corporation.
However, incorporators don’t automatically gain ownership—stock issuance happens later.
What Happens After the Charter Application Is Signed?
- Filing with the State – Submit to the Secretary of State (usually online).
- Receiving Certification – The state approves the corporation’s legal existence.
- Holding Organizational Meetings – Appoint directors, issue stock, and adopt bylaws.
The Internal Revenue Service (IRS) provides tax guidelines for newly formed corporations.