Last reviewed October 7, 2026 · By the NYBACS advisory team
Short answer
Articles of incorporation create a corporation; articles of organization create an LLC. Both are short public filings that bring the entity into existence and record its name, registered agent and basic structure, but only the corporate version authorizes shares. The names vary by state: Delaware uses a certificate of incorporation for corporations and a certificate of formation for LLCs, and Texas uses a certificate of formation for both.
Key takeaways
- Only the corporate filing states how many shares the company is authorized to issue; an LLC's filing has no share concept.
- A corporation's filing is signed by an incorporator, while an LLC's is signed by an organizer or other authorized person.
- A Delaware LLC's certificate of formation must contain only the LLC's name and its registered office and registered agent.
- Neither document is the company's internal rulebook — bylaws govern a corporation and an operating agreement governs an LLC.
- Banks, auditors and foreign registries usually want a certified copy of the filed document, and for overseas use often an apostille as well.
Same purpose, different type of entity
Both documents do one fundamental job: once the state accepts the filing, the entity exists as a separate legal person. Both are public, both name a registered agent in the state, and both are the first document a bank or auditor asks to see.
The differences follow from what each entity is. A corporation is owned through shares and managed by a board, so its filing must authorize a number of shares and often deals with share classes. An LLC is owned through membership interests set out in a private agreement, so its filing can be very short — in some states little more than a name and an agent.
Side-by-side comparison
| Feature | Articles of incorporation | Articles of organization |
|---|---|---|
| Creates | A corporation (taxed as a C-Corp by default) | An LLC (disregarded or partnership by default) |
| Signed by | Incorporator | Organizer or authorized person |
| Share authorization | Required — number of shares, and par value where applicable | Not applicable |
| Typical mandatory contents | Name, registered agent, purpose, authorized stock, incorporator | Name, registered agent; some states add management type or address |
| Internal rules document | Bylaws | Operating agreement |
| Later changes filed as | Certificate or articles of amendment | Certificate or articles of amendment |
| Delaware recurring obligation | Annual report and franchise tax by March 1 | Flat annual tax by June 1, no annual report |
What the document is called in common states
| State | Corporation | LLC |
|---|---|---|
| Delaware | Certificate of incorporation | Certificate of formation |
| New York | Certificate of incorporation | Articles of organization |
| California | Articles of incorporation | Articles of organization |
| Wyoming | Articles of incorporation | Articles of organization |
| Texas | Certificate of formation | Certificate of formation |
When an overseas bank or registry form asks for "articles of incorporation" for a Delaware LLC, supply the certificate of formation and explain the terminology in a covering note. Translators sometimes render these terms as "memorandum" or "constitution", which can trigger needless verification queries.
Which version you will be asked for, and by whom
Most requests are for the filed, state-stamped document, not the draft you signed or the online filing receipt. If the company has amended its name, shares or structure, reviewers want either a restated document or the original plus every amendment in order.
- Banks and payment processors usually accept a copy of the filed document with the EIN letter.
- Auditors and investors prefer a certified copy and check it against the cap table or member schedule.
- Foreign authorities and parent companies typically need a certified copy with an apostille from the formation state.
A certificate of good standing is a different document: it confirms the entity is current with the state today, not what its articles say.
What the filing sets in motion
Acceptance of either document starts several clocks at once, and founders often notice them only when a reminder or penalty arrives:
- State annual obligations. A Delaware corporation's first annual report and franchise tax fall due on March 1 of the following year; a Delaware LLC's flat annual tax is due by June 1 for the prior year. Other states key annual or biennial reports to the formation month.
- Registered agent renewal. The agent named in the filing must be maintained continuously, usually on an annual fee.
- State-specific follow-ups. A New York LLC has 120 days from formation to complete its newspaper publication and file the certificate of publication.
- Federal registration. The EIN application can now be made, using the name and date exactly as the filing shows them.
Putting these dates in a compliance calendar on day one costs far less than reinstating a company that has drifted out of good standing.
What neither document does
Neither filing proves who owns the company, sets its federal tax classification, registers it for state taxes or authorizes it to do business in other states. Ownership sits in the stock ledger or operating agreement, tax classification in the EIN application and any Form 8832 election, and other-state authority in a foreign qualification filing. Treating the articles as a complete company file is one of the most common record gaps at foreign-owned companies, and it usually surfaces at the worst moment — during bank onboarding or investor diligence.
Common mistakes to avoid
- Sending a bank the online filing receipt or a screenshot instead of the filed, stamped document.
- Submitting only the original articles after an amendment changed the company's name or authorized shares.
- Describing a Delaware LLC's certificate of formation as "articles of incorporation" on overseas forms, prompting verification queries.
- Assuming an LLC's articles must list members, then amending them each time ownership changes.
- Filing the articles and never adopting bylaws or an operating agreement.
NYBACS 360° support
How NYBACS helps
- Prepares and files the correct formation document for your entity type and state.
- Orders certified copies and apostilles when a foreign bank, registry or parent company needs them.
- Pairs the filing with bylaws or an operating agreement and the initial consents that complete the company record.
- Writes covering notes explaining state terminology for overseas registries and translators.
Frequently Asked Questions
Can an LLC's articles of organization be changed into articles of incorporation?
Not by simple amendment. Turning an LLC into a corporation is a conversion, made by a separate conversion filing in states that allow it, and it brings new governance documents and tax considerations.
Is the certificate of incorporation the same as a certificate of good standing?
No. The certificate of incorporation is the founding document. A certificate of good standing is issued on request and confirms the company is current with the state's filings and taxes at that date.
Which date on the document is the company's formation date?
The filing or effective date shown on the state's stamp or certification. Some states allow a delayed effective date, in which case that later date is when the entity comes into existence.
Do I need a lawyer to prepare articles?
Not for a standard filing with the state's required contents. Custom share classes, investor protections or unusual governance provisions should be drafted or reviewed by counsel.
