Articles of incorporation / organization

Articles of incorporation are the document filed with a state to create a corporation; articles of organization are the equivalent filing for a limited liability company. Names differ by state. Delaware, for example, calls them a certificate of incorporation (8 Del. C. § 102) and, for LLCs, a certificate of formation (6 Del. C. § 18-201). Outside the US, the closest equivalents include a certificate of incorporation plus articles of association.

Why it matters in KYB review

These are the primary evidence that an entity was legally created. The US Customer Identification Program rule lists "certified articles of incorporation" among the documents that can show the existence of an entity (31 CFR 1020.220). They fix the exact legal name, the formation date, the jurisdiction and the entity type, which every other document in the file must then match.

What they usually do not show is equally important. Delaware's certificate of formation for an LLC must set out only the name, the registered office and registered agent, and "any other matters the members determine to include" (6 Del. C. § 18-201). The registered office on it is typically a registered agent address. Owners are usually absent.

What an analyst checks

• Filed and stamped. Look for the state's filing stamp, file number and filing date. An unfiled draft proves nothing.
• Name and number match. Legal name, entity number and jurisdiction must match the registry record, the tax ID documents and the application.
• Entity type. Corporation, LLC, limited partnership. The type determines which ownership documents to request next: share registers for corporations, the operating agreement for LLCs.
• Amendments and restatements. Name changes, conversions and mergers are filed separately. The latest version matters.
• Formation date against claimed history. A company "operating for ten years" formed last spring needs an explanation. See shelf company vs shell company.
• Authorized shares and classes. For corporations, multiple share classes can mean voting control differs from economic ownership.

Common pitfalls

• Using the articles as proof of ownership. Incorporators and organizers are often lawyers or formation agents, not owners.
• Using them as proof of status. They show the company was formed, not that it is still active. Pair them with a certificate of good standing or a live registry check.
• Accepting an uncertified copy when policy requires certified. Check what your procedures specify.
• Missing a later conversion. An LLC converted to a corporation will have a new formation-type filing.

Related terms

Operating agreement, certificate of good standing, business verification documents, EIN confirmation letter.

How Sweat AI fits

Sweat AI's KYB reviews cross-check the legal name, number and jurisdiction on each formation document against the registry and flag anything that does not match. See KYB review.