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Certificates, articles, agreements and letters! Documents are a big part of forming a new company. Depending on the type of company you’ve formed and the options you have chosen, you will receive a number of documents, each with their own use and purpose.
For your convenience, we have gathered the gamut of common startup documents, arranged them alphabetically, and provided a summary. Feel free to use it as your own personal dictionary of start-up documents.
Articles of Incorporation – Containing the company name, purpose, stock amounts and types, the address of the Registered Agent and the person incorporating the company, the Articles of Incorporation are defined as the basic charter of a corporation. In Delaware, the Articles of Incorporation are called the Certificate of Incorporation. They are the same thing. Think of this as the “Birth Certificate” of your company.
Articles of Limited Partnership – Contained within the Certificate of Limited Partnership, and filed with the Secretary of State’s office, the articles serve as the agreement between two or more partners to operate their company.
Articles of Organization – Contained within the LLC Certificate of Formation, this contains the name of the LLC and the address of its Registered Agent as well as any additional information the owners/members decide to include.
Certificate of Authority – Also known as a Certificate of Registration, this is the document received when a company files for Foreign Qualification in another state besides its home state, in order to do business there. Learn more about Foreign Qualification.
Certificate of Existence – (see Certificate of Good Standing)
Certificate of Formation – This is the document you file and receive back from the state of Delaware once your LLC (as opposed to a corporation or LP) is filed and approved by the Delaware Secretary of State. Learn more about it here.
Certificate of Good Standing – Sometimes referred to as a Certificate of Existence, this is a letter provided by the Delaware Secretary of State that declares that a company is in good standing with the state. It is often required for establishing new relationships with banks, vendors and other parties.
Certificate of Incorporation - This is the document you receive from the state of Delaware once your corporation (as opposed to an LLC or LP) is filed and approved by the Delaware Secretary of State. Think of this as the “Birth Certificate” of your corporation. It is also sometimes referred to as the Articles of Incorporation.
Certificate of Limited Partnership – This is the document you file and receive back from the state of Delaware one your Limited Partnership (LP) is filed and approved.
Certificate of Registration – (see Certificate of Authority)
Certified Copy – This certification is issued by the Delaware Secretary of State to prove that a particular document is a true and correct copy of the original, filed document. There are a number of documents for which a Certified Copy is available, including a Certificate of Formation/Incorporation, an Annual Report, a Stock Amendment and others. Order a Certified Copy here.
EIN Confirmation Letter (IRS Form CP 575) – This is the document received from the IRS assigning your company its Employer Identification Number, or Tax ID.
Operating Agreement – This is actually a contract among all members of an LLC. This is the main governing document of an LLC. It sets forth the structure and operations of the company, and includes the members’ names and contributions as an appendix. Delaware LLCs enjoy much flexibility in crafting their Operating Agreement.
Delaware allows you “Freedom of Contract” to draft your LLC Operating Agreement. And when there is a dispute among members, the Delaware courts will enforce your contract.
Banking Resolution - The Banking Resolution defines the relationship, responsibilities and privileges that the members or directors maintain with respect to the company's banking needs.
If you have questions about any of these documents or have questions about a document not listed here, please feel free to contact us. We’re happy to help!
*Disclaimer*: Harvard Business Services, Inc. is neither a law firm nor an accounting firm and, even in cases where the author is an attorney, or a tax professional, nothing in this article constitutes legal or tax advice. This article provides general commentary on, and analysis of, the subject addressed. We strongly advise that you consult an attorney or tax professional to receive legal or tax guidance tailored to your specific circumstances. Any action taken or not taken based on this article is at your own risk. If an article cites or provides a link to third-party sources or websites, Harvard Business Services, Inc. is not responsible for and makes no representations regarding such source’s content or accuracy. Opinions expressed in this article do not necessarily reflect those of Harvard Business Services, Inc.
There are 10 comments left for Company Formation Documents, DefinedJulia David said: Tuesday, January 26, 2021
Well research and resourceful content indeed. Thank you for this useful material! It’s amazing!HBS Staff replied: Friday, January 29, 2021
Julia, Thank you for reading our article and we are glad you found it informative.Roberto Stadler said: Tuesday, January 19, 2021
Dear Sir. How can I get a certificate to prove who are the owner of a company? Thank you,HBS Staff replied: Thursday, January 21, 2021
This depends on the type of business entity. As a shareholder in a corporation, there will be a record of your stock ownership. In an LLC, you could use the Operating Agreement. Here's some more info: https://www.delawareinc.com/blog/how-to-prove-ownership-of-delaware-llc/thomaskutty said: Wednesday, May 9, 2018
very goodHBS Staff replied: Wednesday, May 9, 2018
Thanks for reading our blog!thomaskutty said: Wednesday, May 9, 2018
nice blogHBS Staff replied: Wednesday, May 9, 2018
Thanks for reading!Joseph Furguson said: Tuesday, February 13, 2018
Thank you so much for sharing this information about company formation documents. I appreciate you spending some time and energy to put this informative article together. I once again find myself spending a lot of time both reading and leaving comments.HBS Staff replied: Wednesday, February 14, 2018
Thanks so much for reading our blogs. We are so glad you are learning necessary information and enjoying our blogs.
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