When you’re starting a business, one of the first decisions you’ll face is which legal structure to choose: an LLC or a corporation. Each structure requires a different formation document—Articles of Organization for LLCs and Articles of Incorporation for corporations. While they may sound similar, these documents serve distinct purposes and come with different compliance implications. In this article, we’ll break down the key differences so you can file with confidence.
LLCs vs. corporations: What’s the real difference?
Choosing between a Limited Liability Company (LLC) and a corporation is one of the first—and most important—steps in forming your business, including company incorporation. These entity types offer different advantages, requirements, and filing processes. Understanding the core distinctions can help you choose the right path before you get to the paperwork.
LLCs: simplicity and flexibility
An LLC is often favored by small business owners and solo entrepreneurs. It offers:
- Limited liability protection for its members (owners)
- Pass-through taxation, meaning profits and losses are reported on personal tax returns
- Flexible management, either member-managed or manager-managed
- Fewer formalities, making them easier to run day-to-day
LLCs are organized under state law using a document called the Articles of Organization.
Corporations: structure and scalability
Corporations are more structured and formalized, often chosen by companies that plan to raise capital or issue shares. They include:
- Shareholders, directors, and officers, each with defined roles
- C Corporations, which face double taxation, and S Corporations, which may qualify for pass-through taxation
- Strict compliance requirements, like holding annual meetings and keeping bylaws
- A clear path for outside investment through issuing stock
Corporations are incorporated by filing Articles of Incorporation with the state.
What are Articles of Incorporation?
Articles of Incorporation are the legal documents filed with a state government to formally create a corporation. Once approved, these articles establish your company as a separate legal entity, independent from its owners. They also serve as the foundation for future legal entity management, outlining the corporation’s structure and helping ensure ongoing compliance with state requirements.
What’s Included in Articles of Incorporation
While each state has its own requirements, most Articles of Incorporation will include:
- Corporation name
- Registered office address and registered agent details
- Names and addresses of initial directors
- Number and type of authorized shares
- Business purpose (general or specific, depending on state)
Some states may also require incorporator signatures, bylaws, or governance provisions at the time of filing.
Where and how they’re filed
Articles of Incorporation are submitted to the Secretary of State (or equivalent agency) in the state where the business will operate. Once approved, the state issues a Certificate of Incorporation, which confirms the corporation’s legal status and filing date.
Alternate names across states
Although “Articles of Incorporation” is the most commonly used term, the same document may be called something different depending on the jurisdiction.
For example:
- Delaware uses Certificate of Incorporation
- Texas and California use Articles of Incorporation
- Some legal resources refer to it as a Corporate Charter
These naming differences are based on state law and administrative tradition, not functional differences. Regardless of the name, the document serves the same legal purpose—creating a corporation under state law.
