They set out the basic facts the public and the state need: the name, the registered agent, the shares the corporation may issue and who filed it. How the corporation is run day to day goes in its bylaws, an internal document that is not filed. New York, for example, says bylaws and corporate books and records "are not filed with the Department of State or any other state agency" (NY DOS). An LLC files articles of organization instead.
| Articles of incorporation | Bylaws | |
|---|---|---|
| Filed with the state | Yes, and public | No, an internal document |
| Sets out | The name, the registered agent, the shares it may issue, who filed it | How the corporation is run day to day |
What goes in articles of incorporation?
Delaware's corporation law is a useful model, because many states follow a similar list. Its certificate of incorporation must set out (Delaware Code, title 8, section 102):
| Item | What it means |
|---|---|
| Name | Including a word such as "Corporation", "Incorporated", "Company" or "Limited", or an abbreviation |
| Registered office and registered agent | The address in the state where legal papers are accepted, and the agent's name. See what a registered agent is |
| Purpose | Stating that the purpose is any lawful act or activity is enough |
| Authorized shares | How many shares the corporation may issue, their classes and par value (or that they have no par value) |
| Incorporator | The name and mailing address of the person or people filing |
| Initial directors | Only if the incorporators' powers end when the certificate is filed |
Other states ask for similar facts in their own order, and some add items such as a principal office address. The state's own form shows exactly what it needs.
What is it called in your state?
- Articles of incorporation in many states.
- Certificate of incorporation in Delaware and New York, among others. New York: "A business corporation may be formed by filing a Certificate of Incorporation."
- Certificate of formation in Texas, which uses the same name for LLCs: Form 201 for a for-profit corporation (Texas SOS forms).
How to file articles of incorporation
- Check the name is free in the state's records; see name availability, which works the same way for corporations.
- Decide the share structure: how many shares are authorized and in which classes. In some states this also affects fees or franchise tax, so check before choosing a large number.
- Name a registered agent in the state.
- File the form with the state's business filing office, online in most states, and pay the fee (by state, below).
- Organize the corporation: adopt bylaws, elect directors, issue shares. In New York, after the certificate is filed, "an organization meeting of the incorporator or incorporators must be held for the purpose of adopting by-laws, electing directors" and other business.
- Get an EIN from the IRS, free: see how to get an EIN.
Incorporating in Delaware? Its yearly franchise tax depends on your authorized shares and can be figured two ways: the Delaware franchise tax calculator runs both.
Corporation filing fee by state
The state fee to file a for-profit corporation's articles or certificate of incorporation, as published by each state's filing office. Some states add fees by number of shares, a portal fee, or a separate tax at formation; each state's page has the details.
Articles of incorporation vs articles of organization
| Articles of incorporation | Articles of organization | |
|---|---|---|
| Forms | A corporation | An LLC |
| Owners are | Shareholders | Members |
| Usually lists | Name, registered agent, authorized shares, incorporator | Name, registered agent, organizer, sometimes managers |
| Internal rules in | Bylaws | Operating agreement |
Where to see a corporation's articles
Filed articles are public. Many state business searches show them as document images on the corporation's record; others provide copies for a fee. Pick a state to look the corporation up, and see what its status means.
General information, not legal or tax advice. Facts checked 2026-10-30 against the official sources linked above; confirm with the state or the IRS before you file. How we check our facts · Report an error