Articles of Incorporation Vs. Certificate of Incorporation

Articles of incorporation and a certificate of incorporation are different documents in most states.

Articles of incorporation comprise a disclosure of facts to the agency of a state responsible for sanctioning the formation of corporations--usually the secretary of state. When a corporation forms, the state issues a certificate of incorporation that recognizes the corporate name as a legal entity. Some states substitute the articles of incorporation as formal acknowledgment of the corporate name, referring to the articles as the certificate of incorporation.

Articles and Certificate

Each state has its own requirements regarding specific details required in articles of incorporation. In states such as Illinois, articles of incorporation are presented to the secretary of state, which issues a certificate of incorporation when a corporation is formally authorized.

Certificate Only

In states such as New York, legal authorities sanctioning corporations are presented with a document called the certificate of incorporation, which comprises the same disclosure of facts as articles of incorporation in other states. A separate certificate upon formal authorization is not issued.

Disclosure Information

The articles of incorporation--even if called a certificate of incorporation in some states--identify characteristics of the corporation. The minimum information provided includes the corporate name and address, the names of the individuals forming the corporation, the corporation's purpose, a registered agent of the corporation and the number of shares of stock issued plus the value of stock issued.

References

• Illinois Secretary of State
• "New York Times": Certificate of Incorporation