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Articles of Incorporation

Guides and articles to understand requirements and prepare your next step.

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Corporate filings edition
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US Jurisdiction
Incorporation is the corporation's word. An LLC files something else entirely
The lead

Two filings, almost the same name, and only one of them creates a corporation

Articles of incorporation bring a corporation into existence. Articles of organization bring a limited liability company into existence. The two documents are filed with the same office, cost roughly the same and look alike on the screen — and they produce entities that are governed differently, taxed differently and owned differently. Filing the wrong one is not a paperwork problem to tidy up later.

Business · Articles of Incorporation
Two document folders side by side on a desk

Some states name the LLC document a certificate of formation or a certificate of organization instead. The vocabulary moves across state lines; the function does not. And once either one is filed, it stops being your private paper: it becomes a public record held by the state, which is why half of this section is about getting it back rather than writing it.

Start here

Three ways into the section, by where you already are.

1

Start from what the entity is

The plain definition of the document and what it does and does not contain.

2

Corporation or LLC?

The comparison in full, including the states that rename the LLC filing.

3

It already exists and you need the paper

The filing is a public record. Retrieval, not drafting.

Most read

Getting a copy back from the state, and the three versions it can send

The filing portal
A founder reviewing a filing at a desk with a laptop

What Sunbiz reviews, and what it simply records

Florida's Division of Corporations is where the record lives once it is filed.
The phrase itself
Two bound corporate record books facing each other

«LLC articles of incorporation» names two legal forms at once

An LLC organizes. It does not incorporate, and it files its own document.

Errors of entity

Three ways of asking a form to create something it does not create
The wrong document

Filing incorporation papers for an LLC

An LLC uses organization, not incorporation. In Florida the filing to identify is the Articles of Organization, and in some states it is called a certificate of formation.

The notary reflex

Looking for somewhere to get it notarized

For a typical domestic filing the notary question simply does not apply: the accountability comes from the incorporator signing and from the filing being a public record.

The blank template

Filling in a form found online

A template is a starting point, not a filing. State-specific provisions and the purpose clause are what decide whether the document does its job.

The three papers

One filing, three documents the state can hand back

Plain copy

The image of the filing as it sits in the state's system. In Florida it can be viewed and downloaded from Sunbiz. It proves what was filed; it carries no certification, which is why a bank or a court will send it back.

Free to download, weak as proof

Certified copy

An official copy issued by the state with a certification, and often a seal, attesting that it is a true and accurate copy of what is on file. This is what a bank, a court, an investor or a foreign authority is normally asking for.

Issued by the state, not by you

Authenticated copy

A certified copy carried one step further for use abroad: an apostille for countries in the Hague Convention, or consular legalization for the rest. The destination decides which, and it cannot be chosen freely.

For use outside the United States

Filing it

Florida, step by step

Florida Articles of Incorporation: what the state requires

The mandatory provisions, and the ones founders leave out.

How to file, and what it really takes

The sequence from name check to effective date.

Electronic Articles of Incorporation

What changes when the filing is made online rather than on paper.

The form itself: PDF and fillable

What each box is for, and which ones the state will reject blank.

Do I need Articles of Incorporation at all?

When the answer is no, and what the business files instead.

Writing them without costly mistakes

Purpose clause, share structure and the provisions that are hard to undo.

Getting it back, and changing it

Once filed, it belongs to the public record

How to get a copy of your Articles

Where the state keeps the filing, and how to ask for each version.

How to find the Articles of another company

The same public record, seen from the outside.

Amending the Articles

What can be changed, what has to be re-filed, and what it costs in time.

The Certificate of Amendment

The instrument the amendment actually travels in.

Amended and restated Articles

When the cleanest route is a single consolidated text.

Special forms

Four corporations whose Articles are not the standard ones

Nonprofit Articles of Incorporation

No shareholders, and a purpose clause that has to survive scrutiny.

501(c)(3) requirements

What the IRS needs to see in the Articles themselves, not later.

C corp and S corp

The same Articles; the difference is a later election, not a filing.

Professional corporation (PC)

Licensed professions, and the extra provisions the state expects.

The file

Four things this section settles
2
Documents, two entities

Articles of incorporation create a corporation. Articles of organization create an LLC. Same office, different entity.

0
Notarizations needed

For a typical domestic filing the notary question does not apply. The incorporator signs and the filing is public.

3
Versions of one filing

Plain copy, certified copy and authenticated copy. Only the last one travels abroad.

Public
Where it ends up

Once filed, the Articles are part of the public record and can be retrieved by anyone, including you.

Notary Public Center

The certified and authenticated versions, prepared for the destination

Once the Articles are filed, what a bank, a court or a foreign registry asks for is a specific version of them. Notary Public Center prepares, signs and certifies U.S. corporate documents, and routes the apostille or legalization the destination requires.

Corporate documents
Document services

Elsewhere in Business

The neighbouring sections of this edition
EIN & Federal Tax ID
LLC Formation
S Corp & C Corp
ITIN for Non-Residents
Operating Agreements & Bylaws
All of Business

All guides

The full list of the section, always up to date

Our authors

Zulma Eliana Bourelly

Zulma Eliana Bourelly

Florida Supreme Court Certified County Court Mediator.

Certified Notary Signing Agent through the National Notary Association (NNA), Certified Anti-Money Laundering Specialist (CAMS) and Florida Notary Public. With legal training in Colombia and 30 years of professional experience, she combines technical knowledge, business leadership and international experience. Since 2009, she has led Riveros Corp and a network of services helping individuals and businesses navigate cross-border processes involving the United States.

Claudio Enrique Pita

Claudio Enrique Pita

Security consultant accredited by Colombia’s Superintendencia de Vigilancia y Seguridad Privada; forensic fingerprint examiner.

A business administrator with a specialization in finance, he brings more than 27 years of experience protecting people, valuables and infrastructure. His career includes administrative and financial management at McKinsey & Company in Colombia and executive roles at multinational companies. As Partner and Senior Consultant at Compliance Officers, he applies that experience to background screening, due diligence and compliance.

Legal notice · Zulma Eliana Bourelly

No soy abogada con licencia para ejercer la abogacía en el estado de Florida y no puedo dar asesoría legal ni aceptar honorarios por asesoría legal.

I am not an attorney licensed to practice law in the State of Florida, and I may not give legal advice or accept fees for legal advice.