This is a legal document used to create a business entity and usually contains the entity’s name, type of business, and business structure.

Many businesses in the United States and Canada are formed as a corporation.  This is a type of business entity that often, but not always, is formed in the state where the company carries out its operations.  To be recognized legally as a corporation, a business must incorporate by taking certain steps and making certain decisions required under corporate law.  One such step is filing a document known as the Articles of Incorporation.

Articles of incorporation are necessary to register a corporation with a state and acts as a charter to recognize the establishment of a corporation. The document outlines the basic information needed to form a corporation in the state where the Articles of Incorporation Are filed.

Articles of Incorporation are also referred to as the “Corporate Charter,” “Articles of Association” or “Certificate of Incorporation.”  Completing and filing with your state regulatory agency the Articles of Incorporation for your business is one of the first tasks you will complete when you officially start a business.  Articles of Incorporation remain filed with each state’s appropriate regulatory agency and are usually available to the public online.

Articles of Incorporation are not the same as Bylaws.  Bylaws are not required and, usually, are not filed with a state regulatory agency.  In comparison to the basic formation of a corporation through the filing of its Articles of Incorporation, Bylaws are adopted by a corporation to provide its operating provisions.  In the absence of Bylaws, a corporation’s operations will be governed by the default statutory provisions for corporations in the state of incorporation. 

Similarly, a Limited Liability Company is formed by filing its Articles of Incorporation.  The operations of a Limited Liability Company are governed by its Operating Agreement or, where the Operating Agreement is absent, the default provisions for limited liability companies in the state of incorporation.

Do not hesitate to contact the attorneys at Tishkoff if you have questions regarding litigation, or business or employment law.