LLC vs Corporation Filing Explained

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.

What Are Articles of Organization?

Articles of Organization are the official documents filed with a state government to form a Limited Liability Company (LLC). Filing this document creates a legally recognized business entity that is separate from its owners, known as members.

What’s Included in Articles of Organization
The specific requirements vary by state, but most Articles of Organization include:

LLC name
Business address and registered agent information
Management structure (member-managed or manager-managed)
Names of members or managers (required in some states)
Business purpose (optional in many states)

Some states may also request an effective start date or filing fee details as part of the submission.

Where and How They’re Filed
Articles of Organization are filed with the Secretary of State (or similar agency) in the state where the LLC will operate. Once accepted, the state issues a confirmation—sometimes called a Certificate of Organization or Certificate of Formation—officially recognizing the LLC as a legal entity.

Alternate Terms You Might Encounter
Much like incorporation documents, the terminology for LLC formation filings varies by jurisdiction.

For example:

Texas and Delaware use the term Certificate of Formation
New York and California refer to Articles of Organization
Some states allow either term, depending on the filing method

These terms all refer to the same core document that legally forms an LLC. The differences are driven by state-specific terminology, not legal substance.

Articles of Incorporation vs. Articles of Organization: Key Differences

While Articles of Incorporation and Articles of Organization both serve as formation documents, they apply to different types of business entities—corporations and LLCs. The differences go beyond naming conventions and reflect meaningful distinctions in structure, governance, and compliance.

Entity Type and Purpose

Articles of Incorporation are used to form a corporation, typically structured with shareholders, a board of directors, and officers.
Articles of Organization are used to form an LLC, which has a more flexible, member-driven structure.

Filing Requirements

Both are filed with the Secretary of State (or equivalent), but they include different information based on the entity type.
Corporations typically disclose more up front—like the number of authorized shares and initial directors.
LLCs usually require fewer formal details and focus more on management style.

Governance and Formality

Corporations operate under a formal governance model, including bylaws, regular board meetings, and officer roles.
LLCs offer a simplified structure and allow members to choose how they want to manage the business.

Tax Treatment

Corporations are separate taxable entities by default (C Corporations) and may face double taxation unless they elect S Corporation status.
LLCs generally offer pass-through taxation, with income and losses reported on the members’ personal tax returns.

Terminology and Flexibility

Terminology varies by state, but the legal intent remains consistent. Some states use terms like “Certificate of Formation” or “Certificate of Incorporation.”
LLCs typically offer more operational flexibility and privacy. Corporations, while more rigid, are often better suited for investment and scaling.

Which Formation Path Is Right for You?

The decision between forming an LLC or a corporation depends on your business goals, growth plans, and appetite for complexity. While both structures offer liability protection, they’re built for different operational needs.

Choose an LLC if you want:

Simplicity: Fewer formalities, flexible management, and straightforward setup
Pass-through taxation: Profits and losses flow through to your personal tax return
Direct control: Members can manage the business without a board of directors
Privacy: Less public disclosure in many states

Choose a Corporation if you need:

Defined roles and governance: Shareholders, directors, and officers with clear responsibilities
Outside investment: Issuing stock is a path to raise capital and attract investors
Longevity and structure: Formal bylaws, meetings, and continuity beyond ownership changes
Tax strategy options: Potential to elect S Corporation status for pass-through taxation

If you’re still unsure, consider speaking with a business attorney or tax professional. But if you already know which direction you’re headed, RASi can help you get there with ease.

How RASi Helps You Form with Confidence

Whether you’re forming an LLC or a corporation, filing the right documents the right way matters. Every state has its own requirements, terminology, and approval timelines—and missing a step can delay your launch or put your compliance at risk.

RASi simplifies the business formation process by:

Preparing and filing your Articles of Organization or Incorporation accurately and efficiently
Navigating state-specific rules so you don’t have to track paperwork variations or naming conventions
Offering registered agent services in all 50 states, D.C., Puerto Rico, Canada, and Guam
Providing ongoing compliance tools to help you maintain good standing long after formation

With RASi, you don’t need to figure it all out yourself. Our team ensures your entity is formed correctly and that your filings align with your business goals from day one.

Ready to start your LLC or corporation?

Learn more about our formation services or connect with our team to begin the process.

FAQs About Articles of Incorporation and Organization

Still have questions? You’re not alone. Here are some of the most common queries about business formation documents, clearly answered to help you move forward with confidence.

1. What’s the difference between Articles of Incorporation and Articles of Organization?
Articles of Incorporation are used to form corporations. Articles of Organization are used to form LLCs. Each serves as the official formation document for its respective business type and is filed with the state.

2. Is an LLC incorporated or organized?
An LLC is technically organized, not incorporated. That's why the formation document is called Articles of Organization, and the business is said to be "organized" under state law.

3. Do LLCs need Articles of Incorporation?
No. LLCs use Articles of Organization. Articles of Incorporation apply only to corporations.

4. Are Articles of Incorporation and Articles of Organization the same thing?
They serve a similar purpose—legally forming a business entity—but they are not the same. The content, entity type, and filing implications differ between the two.

5. What is another name for Articles of Incorporation or Articles of Organization?
Depending on the state, Articles of Incorporation may also be called a Certificate of Incorporation or Corporate Charter. Articles of Organization may be referred to as a Certificate of Formation or Certificate of Organization.

Final Thoughts: File Confidently, Form Strategically

When you’re ready to form a business, choosing the right entity type—and filing the right document—isn’t just a paperwork decision. It’s a structural one that affects everything from taxes to day-to-day operations.

Whether you're organizing an LLC or incorporating a new company, RASi helps ensure your formation is accurate, compliant, and state-ready. With nationwide coverage and expert support, we make it easy to launch your business the right way from the start.

Explore RASi’s formation services to take the next step with confidence.