Unless you have incorporated a LLC or Corporation in Delaware before; there may be some confusion regarding recognizing just which documents are which. In fact, we experience many clients who call after filing; inquiring as to where the “articles” are or why their LLC has no Certificate of Incorporation?

We hope to minimize future confusion by offering some pointers and guidance pertaining to the documentation of your Delaware corporate entity.

First, we will start with the General Corporation. The document of filing is known as the Certificate of Incorporation and the articles are known as the Articles of Incorporation. The Certificate of Incorporation is the document that Delaware issues to prove a corporation’s filing has occurred. The Articles of Incorporation are defined as the basic charter of a corporation which indicates the name, basic purpose, people incorporating, amount and types of stock which may be issued, and any special characteristics such as being non-profit. Where the confusion typically begins is when the client fails to realize that these documents are one in the same. The Articles of Incorporation are contained in the Certificate of Incorporation and are numbered. Many people who incorporate look for two separate documents and feel they may be lacking one or the other. Harvard Business Services, Inc. will typically issue a standard Delaware Certificate of Incorporation with ten numbered Articles of Incorporation upon it. However, we can file custom articles as well – so long as we receive them prior to the filing.

The Limited Liability Company has a different formation document called the Certificate of Formation and the two or three numbered articles upon it are known as the Articles of Organization. The Certified copy of the Certificate of Formation serves as proof of the LLC filing. The Articles of Organization will express the name of the LLC, the address of its registered office or agent of process and any other matters which the members decide to include therein. Again, as applies to the Certificate of Incorporation – these are contained on the one Certificate of Formation – or one document. The Delaware certificate offered by HBS will show two number articles of organization.

Lastly, the Delaware Limited Partnership has different filing document known as the Certificate of Limited Partnership. This certificate offers proof of the filing of the Limited Partnership and its articles are known as the Articles of Limited Partnership. These articles express the name of the LP, the address of its registered office or agent and the names and addresses of the general partners. The Delaware LP certificate offered by HBS has three numbered articles; found on the one certificate.

I would also like to take this opportunity to present a clear understanding of the two Delaware validation documents which are known as a Good Standing Certificate and a Certified Copy of the Certificate of (Incorporation / Formation / Limited Partnership). These can be tricky because from exterior perception they are very close in format and appearance; however they differ in the language. They each have the printed word “Delaware” at the top of each document in bold print. Each also has the name of the current Delaware Secretary of State – Jeffrey W. Bullock – in the first sentence. They are different in the wording: “do hereby certify the attached is a true and correct copy” reveals that this document is a Certified Copy. The Good Standing Certificate states – “do hereby certify (company name) is duly formed under the laws of the state of Delaware and is in Good Standing”. The trick is to look for the words Good Standing and you will soon realize whether you are looking at that document or a Certified Copy.

Incorporation documents can be a bit confusing – but with all the skilled professionals on staff at HBS to help you; there is no need to struggle with questions or concerns. Help is just a call or email away!