Key Takeaways

  • Organizational documents are essential for forming and governing a corporation, including Articles of Incorporation, corporate bylaws, and shareholder agreements.
  • Bylaws govern internal management, board meetings, officer roles, and corporate procedures.
  • Shareholder agreements address ownership, voting rights, buy-sell provisions, and dispute resolution.
  • Other important documents include the Corporate Resolution, EIN confirmation letter, and annual meeting minutes.
  • Organizational documents vary by state, but accuracy and compliance with statutory requirements are crucial.

The organizational documents for corporation include the following:

  • Articles of Incorporation
  • Corporate bylaws
  • Shareholder agreement

An Overview of a Corporation's Organizational Documents

A business's organizational documents typically include formation or registration paperwork and operational documents that control a business's activities. The types of organizational documents you use depend on the type of entity you run and the jurisdiction you're in.

Collectively, formation or organizational documents are filed with a relevant state agency. Internal documents govern management, operations, and equity holders' rights. Corporations use a Certificate of Incorporation — also known as an Articles of Incorporation — and bylaws.

Whether you file a general, benefit, close, or non-profit corporation, you'll file a Certificate of Incorporation (or equivalent document) and bylaws. You may or may not have to file a shareholder agreement. The incorporation document is the corporation's basic charter. The purpose of the bylaws is to outline operating procedures.

At a minimum, bylaws cover the following:

  • Corporation name, address, and principal location
  • Terms of service
  • Identity of directors and officers
  • Election procedures
  • Stock that the corporation is authorized to issue
  • Procedures for shareholder and director meetings
  • Recordkeeping
  • Director, executive, and shareholder actions
  • Amendment procedures

In the shareholder agreement, the owners — or shareholders — layout provisions relating to their ownership interest in the corporation. Agreements are consensual and typically serve a particular purpose or settle issues. In general, shareholder agreements aren't filed publicly.

Your corporation's purpose will determine what your shareholder agreement contains, but common provisions include the following:

  • Who's allowed to be a shareholder
  • Who's allowed to serve on the board of directors
  • Shareholder rights and obligations
  • Procedures if shareholders leave or die
  • Company management and operations
  • Shareholder regulations
  • Stock valuation for internal purposes
  • Procedure for the repurchase of shares

Additional Types of Corporate Organizational Documents

In addition to the Articles of Incorporation, corporate bylaws, and shareholder agreement, corporations may maintain other organizational documents to meet operational, regulatory, and legal requirements. These include:

  • Corporate Resolutions: Official records that document major decisions approved by the board of directors or shareholders, such as opening a bank account, authorizing a merger, or appointing officers.
  • Meeting Minutes: Written records of board of directors and shareholder meetings, detailing discussions, votes, and resolutions. These support legal compliance and transparency.
  • Employer Identification Number (EIN) Confirmation: Issued by the IRS, this letter serves as official documentation of the corporation’s tax ID and is required for banking and payroll.
  • Organizational Meeting Records: Notes from the initial meeting where incorporators or the board adopt bylaws, appoint officers, and authorize issuance of shares.

Maintaining a comprehensive set of organizational documents ensures that the corporation is in good standing and prepared for audits, financing, or legal inquiries​.

Provisions in an Articles of Incorporation

Following are provisions in an Articles of Incorporation.

You'll list your corporate name, which usually must have some type of corporate identifier on it, such as the following:

  • Corporation
  • Company
  • Incorporated
  • Abbreviations of the above

Include a business purpose, which explains what your company does or provides. You'll use one of two business purpose clauses:

  • General: Some states are fine with a general-purpose clause, meaning that the corporation engages in “all lawful business.”
  • Specific: Other states expect a more thorough explanation of the types of products and/or services a corporation provides.

Almost all states require your corporation to have a registered agent, also known as a statutory agent, agent for service or process, or resident agent. This is a person or company that accepts legal and tax documents on behalf of the corporation. All agents must have a physical street address in the state and be available during business hours.

Incorporators are the people responsible for filing formation documents for a corporation. Include their names and addresses. Incorporators must also sign the Articles.

Depending on the state, you'll name your corporation's initial directors and list their addresses. Directors are the individuals who oversee a corporation's business affairs, and they're responsible for major corporate decisions. Shareholders elect directors, and directors appoint corporate officers.

Officers include a treasurer, secretary, vice president, and president of a corporation. They're responsible for day-to-day business activities. Some states don't require officer information, but others do. The same goes for providing the corporation's legal address. Not all states require you to list this information in your Articles, but some do.

Outline the number of authorized shares your corporation will issue. No matter the size of the corporation, all have stock because that's what represents ownership in the company. If a corporation has plans to authorize both preferred and common shares of stock, this information has to be included in the Articles of Incorporation, along with information pertaining to voting rights.

Typically, preferred shares give shareholders preferential distribution of assets or dividend payments, in the event the corporation ends operations. A lot of small business owners only authorize common stock shares.

There are various organizational documents you need to form a corporation. Because starting this business type is complicated, you may want to consult with legal and tax professionals to ensure you meet all guidelines and submit all of the necessary paperwork.

Importance of Keeping Organizational Documents Updated

Keeping organizational documents current is critical for legal and operational continuity. Corporations should:

  • Update bylaws when structural changes occur, such as expanding the board or altering voting procedures.
  • Amend Articles of Incorporation when changing the business name, purpose, or authorized shares.
  • Maintain accurate shareholder agreements when ownership transfers or new funding rounds occur.

Failure to update these documents may lead to governance issues, regulatory penalties, or challenges during litigation, audits, or due diligence reviews​.

State Filing Requirements and Variations

While most states require similar basic components in Articles of Incorporation, such as corporate name, business purpose, registered agent, and number of authorized shares, some variations may apply. For example:

  • Publication Requirements: A few states, such as New York and Arizona, require newly formed corporations to publish a notice of incorporation in local newspapers.
  • Specific Language for Legal Protections: Some jurisdictions require or allow special clauses, such as indemnification provisions for directors or exculpatory clauses limiting director liability.
  • Online Filing Portals: Most states provide electronic filing systems for submitting Articles of Incorporation, but processing times and fees can vary.

Corporations must ensure compliance with their state’s specific formation and filing rules to avoid delays or rejections.

Frequently Asked Questions

1. What are the primary organizational documents for a corporation? The core documents include the Articles of Incorporation, corporate bylaws, and shareholder agreements. Others may include meeting minutes, corporate resolutions, and EIN confirmation letters.

2. Are shareholder agreements required by law? Not always. Shareholder agreements are typically optional but highly recommended for corporations with multiple owners to prevent disputes and clarify ownership rights.

3. Do organizational documents need to be filed with the state? Only certain documents, such as Articles of Incorporation, must be filed with the state. Bylaws and shareholder agreements are usually kept internally but must be available for audits or legal matters.

4. Can organizational documents be amended? Yes. Bylaws and shareholder agreements can be amended through board or shareholder resolutions. Articles of Incorporation require filing an amendment with the state.

5. What happens if a corporation fails to maintain proper documents? Failing to maintain or update organizational documents can result in legal risks, fines, difficulty in raising capital, or even administrative dissolution by the state.

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