Articles of incorporation
Also: certificate of incorporation (Delaware), articles of association (UK).
| Delaware (US) | Certificate of incorporation (DGCL § 102) |
|---|---|
| Most US states | Articles of incorporation (MBCA § 2.02) |
| Canada (federal) | Articles of incorporation (CBCA s. 6) |
| United Kingdom | Articles of association + memorandum (Companies Act 2006) |
What the articles establish
The articles are not a description of how the corporation operates. That is what the bylaws are for. The articles are a statement of what the corporation is, made to the public registry that grants its legal existence.
A typical set of articles includes:
- Corporate name and any required designator (Inc. Corp. Ltd. LLC equivalents)
- Registered office in the jurisdiction of incorporation
- Authorized share structure, naming each class of shares, the number authorized, par value (or no par value), and the rights attached to each class
- Incorporators and, in some jurisdictions, initial directors
- Restrictions on business or share transfers, if any (common in CBCA private corporations)
- Other provisions permitted by statute, such as indemnification, exculpation of directors, or supermajority voting requirements
Articles versus bylaws
The distinction matters more than most founders realize. The articles are public, filed with the registry, and require a formal amendment filing to change. The bylaws are private, internal to the corporation, and amendable by the board (subject to shareholder override). Anything that should be hard to change goes in the articles. Anything operational goes in the bylaws.
A common mistake is putting too much in the articles. Listing all officer titles, meeting procedures, or specific signing authorities in the articles means amending the registry every time those operational details change. That is administratively expensive and often unnecessary.
Amendment
Articles are amended by filing articles of amendment with the same registry, typically after a shareholder vote or written consent. Common amendments include name changes, share-structure changes (creating a new class, increasing authorized shares, splitting or consolidating shares), and removing or modifying transfer restrictions. Each amendment becomes part of the cumulative record: a buyer in diligence reviews not only the current articles but the complete chain of amendments.
Octelligence keeps articles of incorporation and every subsequent articles of amendment filed in the corporate records, tied to the share classes they authorize. When the registry approves an amendment, the share class structure in the system updates with it, and the audit log captures the change.
See Digital Corporate RecordsA structured corporate records framework that tracks every articles amendment and the share classes they authorize.