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Business Charter

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BUSINESS CHARTER

THIS BUSINESS CHARTER is entered into by the undersigned organizers for the purpose of establishing the principal terms and governance structure of the business identified below.

WHEREAS

WHEREAS, the business will operate under the legal name: ; and

WHEREAS, the organizers seek to define the business purpose, governance, capital contributions and basic operating rules in order to govern relations among founders and third parties; and

WHEREAS, the effective date of this Charter is and the principal office of the business is located at .

ARTICLE 1 — PURPOSE AND SCOPE

The business shall be formed for the following primary purpose: . Activities consistent with this purpose may include contracting, product development, investment, licensing and related commercial activities as approved by the governing members.

SCOPE OF WORK

The initial scope of operations and responsibilities of the business are set forth below. The scope may be amended in writing as set forth in this Charter.

CAPITAL CONTRIBUTIONS AND PAYMENT TERMS

Founders, members or third-party contractors shall make capital contributions or receive payments under the following terms. All monetary obligations shall be paid in United States currency unless otherwise agreed in writing.

All payments not received by the due date shall bear interest at the lesser of the stated late rate above or the maximum rate permitted by applicable law. The business may suspend performance with ten (10) days' written notice for any payment more than thirty (30) days past due and shall be entitled to recover costs of collection, including reasonable attorneys' fees.

TERM AND TERMINATION

This Charter shall commence on the start date set forth below and shall continue until the end date or until terminated in accordance with this Article.

Either party may terminate for convenience upon providing the notice period specified above. Termination for material breach shall be effective upon written notice specifying the breach if the breaching party fails to cure within thirty (30) days. Termination shall not relieve either party of liabilities accrued prior to termination.

CONFIDENTIALITY

Each party acknowledges that in the course of performance it may receive Confidential Information. For purposes of this Charter, Confidential Information means non-public information disclosed in any form that is marked confidential or that a reasonable person would consider confidential under the circumstances.

Receiving parties shall protect Confidential Information with at least the same degree of care as their own confidential materials, but in no event less than reasonable care. Breach of confidentiality shall entitle the disclosing party to injunctive relief and recovery of damages, including reasonable attorneys' fees, in addition to other remedies.

GOVERNING LAW

This Charter shall be governed by and construed in accordance with the laws of the state specified above, without regard to its conflict of laws principles. Any dispute arising from this Charter shall be resolved in the state or federal courts located within that state, and the parties submit to the exclusive jurisdiction of those courts.

MISCELLANEOUS PROVISIONS

Entire Agreement: This Charter, together with any schedules and written amendments signed by the parties, constitutes the entire agreement among the parties with respect to its subject matter and supersedes all prior agreements and understandings, whether written or oral.

Amendments: No amendment to this Charter shall be effective unless in writing and signed by all parties designated as founders or authorized representatives herein. Severability: If any provision of this Charter is held invalid or unenforceable, the remaining provisions shall remain in full force and effect.

NOTICES

All notices required or permitted under this Charter shall be in writing and delivered to the principal office address or to an alternative address designated in writing. Notice is effective upon receipt.

Founder A — Printed Name:

By (Signature):

Date:

Founder B — Printed Name:

By (Signature):

Date:

Enter text✕

What a Business Charter Is and why it matters

A Business Charter (often called articles of incorporation or articles of organization depending on entity type) is the foundational document that creates a corporation or other business entity under state law. It sets the entity name, business purpose, registered agent, and initial management structure and is filed with the state Secretary of State (or equivalent). The charter defines the business's legal existence, frames governance rules, and supplies the formal record used to obtain licenses, open bank accounts, and establish tax treatment. Accurate charter drafting avoids downstream compliance and ownership disputes.

Why a clear Business Charter protects owners and operations

A complete charter clarifies ownership, governance, and the scope of authority for directors and officers, reducing legal ambiguity and operational delays.

Why a clear Business Charter protects owners and operations

Who typically prepares and signs a Business Charter

Roles vary by state and entity type; authorized signers should match the incorporator or board resolution specifying signatory authority.

  • Founders and incorporators preparing initial filing and selecting entity details for state registration.
  • Corporate counsel or outside attorneys reviewing language to align charter with investor and tax strategy.
  • Registered agents and company officers completing the filing and receiving official state notifications.

Essential components to include in a professional Business Charter

A professional charter is concise but legally precise. It should use plain language for key governance points and reserve detailed governance mechanics for bylaws or operating agreements.

Entity Name

Legal business name exactly as it will appear in state records, including corporate suffix (Inc., LLC) and any required distinguishing words.

Registered Agent

Name and physical address of the agent for service of process. Use a street address in the state; P.O. boxes are insufficient.

Business Purpose

A general or specific statement of activities. Many states accept a broad purpose phrase to avoid later amendment needs.

Authorized Shares

For corporations, state the number and classes of shares authorized and basic rights attached to each class.

Initial Directors

Names and addresses of initial directors or managers if required by state law; this may be deferred to bylaws in some jurisdictions.

Incorporator Info

Name and signature of incorporator(s), filing address, and any organizer statements required by the state's filing form.

Quick sequential steps to create and file a Business Charter

Follow these high‑level steps to move from draft to filed charter with minimal rework.

  • 01
    Draft charter: Prepare required sections and confirm state form fields.
  • 02
    Board approval: Obtain incorporator/director signoff or written resolution.
  • 03
    File with state: Submit articles and pay the state filing fee.
  • 04
    Record copies: Keep certified copies for bank and license applications.

How to set up an online filing workflow for your charter

Configure a repeatable digital workflow to reduce errors and centralize approvals before submitting to the state.

Field Configuration
Template name Use a descriptive name including state and entity type.
Signer order Set incorporator first, then board or authorized officer.
Authentication Choose email or SMS code based on signer risk.
Notifications Enable confirmations for filing and certified copy receipt.

Digital signing and technical file requirements

Ensure the chosen provider supports certified copies and can export the signed record in a state‑acceptable format for filing or for a notary if required.

  • File formats: PDF and DOCX accepted
  • Integrations: CRM and cloud storage
  • Authentication: Email, SMS, or stronger

Routing and submission options for a filed Business Charter

Choose the submission path based on speed, cost, and state acceptance; track status from draft through issuance of a certified charter.

  • Direct eFile: Submit through the Secretary of State portal when available.
  • Mail filing: Physical paper submission with check or money order.
  • Expedite service: Pay state expedite fee for same‑day processing where offered.
  • Agent filing: Use registered agent or formation service for convenience.

Important timing considerations when chartering a business

Some dates are set by statute, others by internal governance choices; confirm timing with the filing state and your counsel.

File before operations:

Submit the charter before conducting regulated business.

Effective date choice:

Specify delayed effective date if needed.

Annual reports:

Due date varies by state; check Secretary of State.

Tax registrations:

Register for EIN and state tax IDs promptly after filing.

Amendments timing:

File amendments immediately after board approval.

Key milestones from charter draft to certified record

Track these numbered milestones to ensure timely approvals, submission, and record retention.

01

Draft and review

Complete charter draft and legal review.

02

Corporate approval

Obtain incorporator or board resolution authorizing filing.

03

State submission

File with Secretary of State and pay fees.

04

Receive certificate

Obtain certified copy and record with company files.

Common mistakes to avoid when preparing a Business Charter

  • Using an incorrect legal name or suffix that conflicts with state availability rules.
  • Providing a P.O. box for the registered agent instead of a required street address.
  • Failing to authorize signers with a board resolution before filing, causing state rejections.
  • Neglecting to account for share classes or manager details, requiring a later amendment.

Potential consequences of incorrect or late charter filings

Filing rejection: State returns documents for correction
Delayed operations: Cannot open bank accounts or obtain licenses
Civil penalties: Fines or administrative fees
Loss of status: Forfeiture or administrative dissolution
Tax complications: Incorrect tax classification triggers amendments
Contract risk: Authority disputes over signatory acts

Notarization and witness considerations where applicable

A few states require notarized signatures or witness attestations for certain charter filings or related documents; verify with state forms.

01

Notary required

Some states or related affidavits require notarization.

02

Witnesses

Witness counts vary by state and document type.

03

RON availability

Remote notarization permitted in many states with rules.

04

Retention

Maintain notary journal or recording per state law.

05

Record attachments

Attach notarized affidavits when required by form.

06

Corporate minutes

Minutes often need signed, witnessed approvals.

07

State filings

Follow state form instructions exactly.

08

Legal review

Ask counsel when notarization ambiguity exists.

Supporting documents commonly filed or retained with the charter

Collect these supporting records at the time of filing to streamline post‑formation steps such as banking, licensing, and equity issuance.

Bylaws / Operating Agreement

Formal rules governing internal management, meeting procedures, officer roles, and voting mechanics; often held with corporate records rather than filed with the state.

Initial Resolutions

Board or organizer resolutions authorizing bank accounts, equity grants, or appointing officers; include signatures and dates linked to the charter.

Registered Agent Consent

Written acceptance by the registered agent where jurisdictions require an executed consent or statement.

Share / Membership Ledger

Record of initial equity allocation or membership interests to support ownership and future transfers.

Illustrative pricing and feature comparison for eSignature options

Compare baseline pricing and core capabilities across common eSignature vendors to evaluate cost and regulatory fit for charter workflows.

signNow DocuSign Adobe Sign PandaDoc HelloSign
Starting Price $8/user/mo $15/user/mo $14/user/mo $19/user/mo $15/user/mo
Free Trial 7-day free trial Varies Varies Varies Varies
Bulk Send Yes Yes Yes Yes Yes
Audit Trail Yes Yes Yes Yes Yes
HIPAA Compliant Yes Yes Yes No No
Envelope Cap No cap 100 envelopes/user/year Varies by plan Varies by plan Varies by plan

Real-world examples of business charters in practice

Practical examples show how the charter supports formation, financing, and ongoing compliance.

Small LLC formation

A founder files articles to form an LLC using a standard state template

  • Organizer names sole manager
  • The filed charter plus operating agreement enabled bank account opening, employer registration, and contractor onboarding without in‑person visits.

Corporation with investors

A startup drafts charter to authorize multiple share classes

  • Founders reserve preferred shares for investors
  • The charter and investor rights in bylaws clarified board voting and protected investor conversion rights at the time of financing.

Frequently asked questions about the Business Charter

Answers to common questions on e‑signing, filing errors, and recordkeeping when creating or amending a business charter.


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