Articles of Incorporation vs Certificate of Formation: What’s the Difference?

For new entrepreneurs, legal terminology can get confusing, especially when it comes to incorporation. A common point of confusion is the difference between a certificate of incorporation vs. articles of incorporation. These terms are often used interchangeably, but they aren’t always the same.

The distinction comes down to business entity type and state-specific language. If you're forming a corporation or limited liability company (LLC), understanding the correct filing document is essential. Professional company incorporation services can help you avoid costly mistakes during the early stages of starting your business.

What Are Articles of Incorporation?

Articles of Incorporation are the legal documents filed with a state agency—typically the Secretary of State—to create a corporate entity. These are most commonly used when forming:

C-Corporations
S-Corporations
Nonprofit Corporations

Articles of Incorporation establish the corporation’s legal existence and typically include:

Business name and address
Purpose of the corporation
Names of incorporators or directors
Registered agent information
Authorized shares and classes of stock

Filing Articles of Incorporation is a foundational step for those pursuing corporate structure and is required before conducting official business activities in most states.

What Is a Certificate of Formation?

A Certificate of Formation is the equivalent document for creating LLCs.. While the content and purpose are similar to Articles of Incorporation, this form is most commonly associated with LLCs, allowing businesses to benefit from this type of legal structure. Some states may use the term “Certificate of Organization” instead.

The certificate usually includes:

Legal name of the LLC
Principal business address
Registered agent’s name and address
Purpose of the business
Names of members or managers

Entrepreneurs researching how to incorporate a business often encounter both terms. The appropriate form depends on the type of business entity and terminology used by the state of formation.

Articles vs. Certificate — Key Differences

Here’s a breakdown comparing a certificate of incorporation vs. articles of incorporation to help clarify when each is used:

Feature	Articles of Incorporation	Certificate of Formation
Entity Type	Corporations (C-Corp, S-Corp, Nonprofit)	LLCs
Common Filing Name	Articles of Incorporation	Certificate of Formation or Organization
States Using Term	Most states for corporations	States like Texas and Delaware for LLCs
Filed With	Secretary of State or equivalent	Secretary of State or equivalent
Includes	Name, stock info, officers/directors, purpose	Name, registered agent, members/managers

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.