Company Formation Documents, Defined

company formation documents

Certificates, articles, agreements and letters! Company or Business Formation 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 to help explore and learn more about formation documents for LLCs, corporations, partnerships, and other Delaware Business Entities.

Articles of Incorporation – The Articles of Incorporation are defined as the basic character of a corporation and contain the company name, purpose, stock amounts and types, the address of the Registered Agent and the person incorporating the company. This basic information helps provide the evidence needed to demonstrate the establishment of a business entity like an LLC or 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 and indicates that your business entity has been established. 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 once your Limited Partnership (LP) is filed and approved. Be sure to read more to understand the requirements for a Limited Partnership in the State of Delaware.

Certificate of Registration – (see Certificate of Authority)

Certified Copy (in the State of Delaware) – 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.

More By Andrew Millman, Michael Kupfer

There are 10 comments left for Company Formation Documents, Defined

Registered Address Limited said: Wednesday, January 17, 2018

Nice Post, thanks for sharing with us, keep posting and do post about Company Formation.

matregroup said: Monday, November 20, 2017

Interesting blog ….good information very helpful to readers Company Incorporation Services in Oman …thanks for sharing keep posting.

HBS Staff replied: Monday, November 20, 2017

Glad you enjoyed our blog. Thanks for reading!

Cera Yabut said: Monday, July 3, 2017

I find this article very helpful! Thank you very much! Knowing the requirements before business can be formed is very crucial for businessmen especially here in the Philippines. That is why those who aspire to build or expand their business in the country consult business registration services.

HBS Staff replied: Thursday, July 6, 2017

We are happy to help and share our knowledge. Thanks for reading!

Charlie said: Wednesday, June 28, 2017

Thank you for the knowledge and clarification that you are sharing. It seems that some banks aren't sure what documents are needed when opening a business bank account and this clarifies it simply. Thank you so much!

HBS Staff replied: Thursday, July 6, 2017

So glad we could be of some assistance to you. Thanks for reading!

Ally Miller said: Tuesday, March 1, 2016

Thanks for providing such good information about Company Formation services.

HBS Staff replied: Thursday, March 3, 2016

You are welcome. Thanks for reading the article.

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