Articles of Incorporation vs. Certificate of Formation

These differences are mostly semantic, but using the correct document for your entity and state is important for compliance and acceptance of your filing.

State naming differences

The terminology used depends on the state in which you’re forming the entity. A few examples include:

• Texas: Uses Certificate of Formation for both LLCs and corporations
• Delaware: Uses Certificate of Incorporation for corporations and Certificate of Formation for LLCs
• California: Uses Articles of Incorporation for corporations and Articles of Organization for LLCs

Understanding these naming differences is key when comparing a certificate of incorporation vs. articles of incorporation. Misfiling due to using the wrong document title can delay your launch or cause rejections from state agencies.

Do you need both?

No—businesses only file one of these formation documents based on the type of entity they are forming.

• Corporations file Articles of Incorporation.
• LLCs file a Certificate of Formation, or its state-specific equivalent.

Each document serves the same general purpose: legally creating the business. There’s no scenario in which both are needed for a single entity.

Managing filings and entity compliance

After filing the appropriate formation document, businesses must keep up with ongoing requirements like annual reports, updates to ownership or address, and service of process compliance.

Dedicated legal entity management tools allow businesses to track deadlines, manage state filings, and organize governance documents in one place. This helps avoid penalties and administrative dissolutions due to missed filings or outdated records.

The importance of registered agents

State governments require all registered entities to appoint a registered agent to receive legal and government communications. This applies regardless of whether the entity files Articles of Incorporation or a Certificate of Formation.

A reliable registered agent service keeps your business compliant by receiving important notices, forwarding time-sensitive documents, and maintaining a consistent legal point of contact, which is especially important for multi-state operations.

Helpful government resources

For more information on state-specific filing requirements and how to choose a business structure, the U.S. Small Business Administration provides a clear overview of business structures and filing basics.

How RASi supports business formation

Whether your state requires a Certificate of Formation or Articles of Incorporation, professional support can make a significant difference in how smoothly your business is established. RASi’s business formation services help entrepreneurs file the correct documentation, avoid delays, and stay compliant from day one.

From state-specific filings to nationwide registered agent services and long-term legal entity management, RASi offers complete support throughout the business lifecycle.