Key Takeaways

  • Articles of Incorporation and bylaws serve distinct purposes: articles legally create a corporation, while bylaws govern its internal operations.
  • Articles are filed with the state and become public, while bylaws are private, internal governance documents.
  • Articles outline the company’s legal identity — including name, structure, registered agent, and share details — whereas bylaws specify operational procedures like board meetings, voting, and officer roles.
  • Nonprofit organizations use both documents similarly, but bylaws often contain additional provisions to meet tax-exempt requirements.
  • The two documents complement each other: articles establish the corporation’s existence, and bylaws dictate how it functions daily.

The difference between articles and bylaws, simply put, is that Articles of Incorporation are the official formation documents you must file with the state to start a new business. Corporate bylaws, on the other hand, are a set of internal documents that outline how the company should be run.

Articles of Incorporation

Articles of Incorporation are the formal documents that must be filed with local state authorities to form certain business entities such as:

  • Corporations
  • Limited liability companies
  • Nonprofit corporations

Depending on your specific state, Articles of Incorporation may also be referred to as:

  • Articles of Organization
  • Articles of Formation
  • Certificate of Formation

In most cases, your articles will be filed with local state authorities, such as the Secretary of State or your state's equivalent. Once Articles of Incorporation have been filed with the state, they become public documents. Your Articles of Incorporation will define what your company intends to do and who is initially responsible for managing the business. These documents also include certain additional provisions that may be different from one state to another depending on local state corporation laws.

Articles of Incorporation should include the following information, at the very least:

  • The name of the founding incorporator
  • The name of the company
  • The names of the company's initial directors
  • The addresses for each of the company's initial directors
  • Signatures of the company's directors and incorporators

In addition, your articles should include:

  • The company's purpose
  • The location of the principal office
  • The name of the registered agent
  • Types of available stock
  • Amount of available stock

Once your company's Articles of Incorporation have been drafted and approved by the initial directors, they will be filed with the appropriate authorities in your state.

Purpose and Legal Importance of Articles

While articles of incorporation are primarily known as the documents that legally form a corporation, their role goes beyond simply registering a business. They act as the company’s “birth certificate,” establishing its legal existence in the eyes of the state and defining its fundamental structure and governance framework.

Because they are public documents filed with the Secretary of State or similar agency, articles are often required by investors, banks, and regulatory bodies to verify a company’s legal standing. They must include essential details such as the company’s name, principal office address, registered agent information, number and type of authorized shares, and the names of the initial directors or incorporators.

The articles may also include optional provisions, such as limitations on director liability, shareholder rights, or specific governance clauses, which can strengthen the company’s legal protections. Once filed and approved, the articles become legally binding, and the corporation must operate within their framework unless amended through proper procedures.

Corporate Bylaws

Your company's bylaws will serve as the organization's internal operations manual. In other words, bylaws are a set of rules that govern how a company is internally managed.

Corporate bylaws are especially important for non-profit corporations seeking tax-exempt status as a 501(c)(3) organization with the Internal Revenue Service. This is because the IRS will specifically ask for a copy of this document during the 501(c)(3) application process. Non-profit corporations are required to keep a copy at their principal business location. In addition, a copy of the nonprofit's bylaws must be signed by a corporate officer and submitted along with the corporation's application for tax-exempt status.

Regardless of whether your company is a nonprofit, bylaws are private, internal documents that are not filed with a government agency, except when filing for tax-exempt status with the IRS. Bylaws may be created either before or after a company files its Articles of Incorporation depending on such factors as:

  • The state in which the company is located
  • Incorporator preference
  • Director preference

In most cases, corporate bylaws are usually created by the same person who is or will be filing the company's Articles of Incorporation. In some cases, the corporation may choose to put a board of directors in place before bylaws are created. This way, shareholders and directors are able to approve the bylaws before they are finalized. A company's bylaws should include:

  • The name of the company
  • The company's primary place of business
  • Policies and procedures
  • Operational standards

Bylaws should also include things such as:

  • The number of officers and directors the company should have
  • How to issue stock shares
  • Meeting and record-keeping procedures

In addition, your bylaws need to include the requirements associated with making amendments to the bylaws as they currently exist as well as the company's Articles of Incorporation.

How Bylaws Govern Internal Operations

If articles of incorporation create the corporation, bylaws bring it to life by defining how it will operate. These documents serve as the corporation’s internal rulebook, outlining the practical steps for decision-making, leadership structure, and compliance with corporate governance standards.

Key components of bylaws often include:

  • Board structure and powers: How many directors will serve, how they are elected or removed, and their decision-making authority.
  • Meeting procedures: Rules for calling and conducting board and shareholder meetings, including notice requirements and quorum definitions.
  • Voting rights and protocols: How votes are cast, majority thresholds, and proxy rules.
  • Officer duties and appointments: Roles such as CEO, CFO, and secretary, and the scope of their responsibilities.
  • Amendment procedures: Steps required to change bylaws or articles of incorporation.

Unlike articles, bylaws are not filed with the state and remain internal documents, but they carry significant weight. They help prevent disputes, guide leadership transitions, and provide a framework for consistent corporate decision-making.

Non-Profit Organizations

There's not much difference between the ways a nonprofit organization uses Articles of Incorporation and corporate bylaws and the ways for-profit organizations use the same documents. Just like any other corporation, nonprofit corporations gain a set of internal rules pertaining to things such as:

  • Election of officers
  • Tenure length
  • Voting procedures
  • Hiring policies and practices

The main difference is that nonprofit corporations need to include and adhere to certain specific provisions in their documents as a requirement for maintaining their tax-exempt status with the IRS. In addition to all the other requirements associated with Articles of Incorporation, a nonprofit corporation must also include a statement regarding the company's charitable purpose.

How Articles and Bylaws Work Together

Although they serve different functions, articles of incorporation and bylaws are designed to work in tandem. Articles set the foundation — legally recognizing the entity and outlining its basic structure — while bylaws build upon that foundation by detailing how the corporation will function on a day-to-day basis.

For example, the articles might authorize a certain number of board seats, but the bylaws will specify how directors are elected, their terms, and how meetings are run. Similarly, articles define the company’s purpose and name, while bylaws dictate how that purpose is pursued in practice.

Understanding this complementary relationship is crucial for founders and board members. Without properly drafted articles, a corporation cannot exist legally. Without well-crafted bylaws, that corporation may face internal conflicts, compliance issues, or governance challenges — all of which could undermine its stability and growth.

Frequently Asked Questions

  1. Are bylaws the same as articles of incorporation?
    No. Articles of incorporation are filed with the state to legally create a corporation, while bylaws are internal documents that govern how the corporation operates.
  2. Do both documents need to be filed with the state?
    Only the articles of incorporation must be filed with the state. Bylaws are typically internal and are not publicly filed unless required for specific regulatory or tax-exempt purposes.
  3. Can you change articles of incorporation or bylaws later?
    Yes. Articles can be amended through a formal state filing process, while bylaws can usually be modified by the board or shareholders following the procedures they outline.
  4. Which document is more important?
    Both are essential: articles establish the corporation’s legal existence, while bylaws provide the framework for governance and daily operations.
  5. Are bylaws required for small businesses or LLCs?
    While not always legally required, having bylaws (or an operating agreement, in the case of LLCs) is highly recommended to ensure smooth internal operations and clear governance.

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