Understanding Articles of Incorporation
Articles of incorporation are a set of formal documents filed with a government body to legally document the creation of a corporation. The Articles of Incorporation may vary slightly from state to state but will generally include:
- The corporation’s purpose
- Name and address of the statutory agent
- Names of the initial directors
- The address of the corporation
- The address of the incorporator
Articles of incorporation are crucial because they establish a company within its home state, informing the state of essential aspects of the business. When filing, the business owner lets the state know the corporation’s purpose. Articles of incorporation are like the constitution of the corporation that provides a broad framework for its establishment, while bylaws can be likened to the individual laws that must be consistent with the Articles of Incorporation.
Articles of Incorporation vs. Other Documents
Articles of Organization vs. Articles of Incorporation
Articles of Organization are generally used for LLC formation, while Articles of Incorporation are used to form a C Corporation or S Corporation.
Articles of Incorporation vs. Bylaws
Articles of incorporation lay out the broad framework of a corporation, while bylaws are the detailed rules and regulations governing the corporation’s operations, including the roles and duties of directors and officers.
Certificate of Incorporation vs. Articles of Incorporation
There isn’t any difference between Certificate of Incorporation and Articles of Incorporation. Both documents refer to the charter filed with the state agency for creating a corporation.
State-Specific Examples
In the state of New York, the Articles of Organization includes:
- The name of the LLC
- The county in which the LLC is formed
- The process address
- The management structure of the LLC
- The formation date and length of existence
- Signature of the organizers
Your Articles of Organization (or Certificate of Formation) will be processed by the business formation agency in your state — usually the Secretary of State.
Importance for Board Members
Board Members must understand the difference between Articles of Incorporation and bylaws. These two core compliance documents differ significantly, as bylaws detail how a company operates while articles establish the corporation.
General Definitions
Articles of incorporation, also known as the certificate of incorporation or the corporate charter, establish the existence of a corporation in the United States and Canada. They are usually filed with the Secretary of State in the state where the company is incorporated, or with another company registrar. An equivalent term for limited liability companies (LLCs) in the United States is articles of organization.
The information in the Articles of Incorporation remains more or less the same, regardless of specific state provisions or the renaming of the document.