Articles of Association Template (US)
Updated on August 8, 2026
In US corporate practice, the phrase articles of association is not the normal Delaware-style document name. A corporation is formed by filing a certificate or articles of incorporation with the state, and its internal governance usually lives in bylaws. Some states and older forms use different vocabulary, but a US template should not pretend that one UK-style articles document can both form the company and govern every internal matter.
This master therefore fixes Jotform's US/UK hybrid. It gives a practical US incorporation and bylaws starter, explains what belongs in the filed certificate versus the private bylaws, and flags the matters that should usually sit in a shareholders' agreement instead of public articles.
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US Corporate Articles and Bylaws Organizer
This organizer is not a state filing. It collects the information normally needed for a certificate or articles of incorporation and a companion bylaws starter for .
1. State filing facts
- Corporation:
- State:
- Registered agent:
- Registered office:
The proposed purpose is:
2. Capital structure
The corporation is expected to authorize shares with par value or no-par statement: . Any preferred stock, blank-check authority, class rights, preemptive rights or investor protections should be reviewed before filing.
3. Incorporator and initial action
will sign or coordinate the state filing as incorporator if permitted by the applicable state law. After filing, the incorporator or initial board should adopt bylaws, appoint directors or officers as needed and approve the initial stock issuances.
4. Bylaws starter
The board will have director or directors unless changed in the certificate, bylaws or an approved resolution. Officers and their signing authority are:
The annual meeting target month is . Stockholder quorum is unless state law, the certificate or the bylaws require a different threshold.
5. Records and private terms
The corporation should maintain its certificate, bylaws, stock ledger, minutes, written consents, financial records and major contracts in its company records. Private shareholder terms to document separately include:
6. Important filing warning
Do not file this organizer as if it were an official state form. Use the secretary-of-state filing system for the state of incorporation and adapt the bylaws to the filed certificate and applicable law.
Prepared by
Date:
Official filing route
Use the state filing system for formation; this page gives a drafting organizer and bylaws starter, not a state-filed instrument.
- Delaware certificate contentsReference point for a Delaware corporation certificate of incorporation.
- Delaware filing execution ruleReference point for execution, acknowledgement and filing.
Certificate, bylaws and shareholders agreement are different
The filed certificate creates the corporation and states the mandatory public facts: name, registered office and agent, purpose, authorized shares, incorporator and any special certificate provisions. The bylaws govern meetings, directors, officers, notices, committees and records. A shareholders agreement handles private economics such as transfer restrictions, drag-along, tag-along, vesting and founder commitments.
Jotform's source mixes all of those into one public-facing instrument. That is risky because transfer restrictions and commercial arrangements can become public, may not work unless stockholders sign separately, and may conflict with the statute or a future financing.
Use a state-specific filing, then attach private bylaws
Delaware is a useful US master because its General Corporation Law is a common reference point, but it is still only one state. Delaware Section 102 sets out certificate contents; Section 103 governs execution, acknowledgement and filing. Other states have their own secretary-of-state forms, naming rules, registered-agent rules and online filing systems.
The document in this batch is not an official filing. It is a drafting organizer and bylaws starter that helps a founder, lawyer or company secretary prepare the right state filing and internal governance package.
Keep regulated purposes narrow and honest
The source template includes a long list of activities, from software and media to legal, financial, lending and investment-fund operations. A broad lawful-purpose clause is usually safer than listing regulated activities the company may not be licensed to perform.
Where the company really will conduct regulated activity, the certificate and bylaws are only one part of the setup. Licences, professional ownership rules, securities rules, lender approvals or industry registrations may matter more than the corporate words.
Director and officer provisions need statutory fit
The bylaws should state the number or range of directors, how directors are elected or removed, how board meetings and written consents work, who may call meetings and what officers may sign. Delaware Section 141 is a key reference for board management, but state law and the certificate can change details.
Indemnification and liability limits are also state-law sensitive. Delaware Section 145 is often cited for indemnification, while exculpation provisions belong in the certificate only where the statute allows them. A generic indemnity paragraph is not enough.
Records, meetings and electronic action
Governance documents should explain stock ledgers, minutes, notices, electronic delivery, remote meetings and written consents. Delaware Section 220 makes books-and-records inspection a real statutory right, so sloppy records are not just an administrative problem.
Modern companies also need a clean table of reserved matters: what requires board approval, stockholder approval or a class vote. That keeps operational authority separate from decisions that change the company.
Document package guide
- State filing worksheet
- Collects the name, registered agent, incorporator, purpose and authorized shares needed for the state filing.
- Bylaws adoption
- Records that bylaws are adopted after or alongside incorporation instead of being confused with the public certificate.
- Share structure
- Names classes, par value, authorized shares and any blank-check or preferred-stock issue that needs lawyer review.
- Directors
- Sets number, election, removal, vacancies, meetings, committees and written consents.
- Officers
- Names officer roles and signing authority without assuming every company has the same titles.
- Stockholder meetings
- Covers annual meetings, special meetings, notice, quorum, voting, proxies and remote participation.
- Books and records
- Creates a recordkeeping baseline for stock ledgers, minutes, consents and financial records.
- Private shareholder terms
- Pushes transfer restrictions, vesting, drag-along and tag-along terms into a separate signed agreement where appropriate.
US checklist
Use the right state instrument and do not overfill the public filing.
Use the secretary-of-state filing for the state of incorporation
The filed document is state-specific. Delaware Section 102 lists certificate contents, but other states have their own article or certificate requirements.
Delaware General Corporation Law Section 102Follow execution and filing rules
Delaware Section 103 governs signing, acknowledgement and filing of corporation instruments; other states have equivalent filing rules.
Delaware General Corporation Law Section 103Adopt bylaws separately
Delaware Section 109 addresses bylaws. Keep private operating rules in bylaws unless the statute or financing documents require certificate treatment.
Delaware General Corporation Law Section 109Check board authority
Delaware Section 141 states that the business and affairs are managed by or under the direction of the board unless the certificate says otherwise.
Delaware General Corporation Law Section 141Handle indemnification correctly
Indemnification and advancement are statutory and document-specific; a generic paragraph should be checked against state law and the certificate.
Delaware General Corporation Law Section 145Keep books and records
Stock ledgers, minutes, written consents and communications need to be kept because inspection rights can be statutory, not optional.
Delaware General Corporation Law Section 220Do not list regulated activities casually
If the company will provide legal, banking, lending, insurance, securities, medical, engineering or other regulated services, check licensing and ownership rules before naming those activities.
How to prepare a US governance package
- Pick the state and entity type. Confirm whether the company is a corporation, LLC, nonprofit or other entity, then use that state's filing route.
- Prepare the filing facts. Collect name, registered agent, purpose, authorized shares and incorporator details.
- Draft bylaws. Add board, officer, meeting, notice, voting, committee and recordkeeping rules.
- Move private economics out. Put vesting, transfer restrictions, drag rights and founder covenants in a separate signed shareholders agreement where appropriate.
- Approve and keep records. File the state instrument, adopt bylaws, appoint directors/officers and keep consents and minutes in the company records.
Frequently asked questions
Are articles of association used in the United States?
Not usually under that name. US corporations generally file articles or a certificate of incorporation and then adopt bylaws. This page uses the search term but explains the US-equivalent documents.
Can bylaws form a corporation?
No. Bylaws are internal governance rules. The corporation exists only after the required formation document is filed with the state under that state's law.
Should transfer restrictions go in the certificate or bylaws?
Sometimes, but often they belong in a separate shareholders agreement signed by the affected stockholders. The right answer depends on state law, financing plans and the kind of restriction.
Can I use Delaware provisions for a corporation in another state?
No. Delaware is a common reference point but not a universal form. A corporation formed in another state must follow that state's filing and governance rules.
What is the difference between authorized and issued shares?
Authorized shares are the maximum number the corporation may issue under its certificate. Issued shares are the shares actually granted to stockholders. The stock ledger should track issued shares.
Do bylaws need to be filed publicly?
Usually no for ordinary for-profit corporations, but keep them in the corporate records. Public-company, regulated-entity and financing contexts may require disclosure or delivery.
Does this replace legal formation advice?
No. Formation choices affect tax, securities, liability, governance and financing. Use this as an organizer and have the state filing and governance package reviewed where stakes are meaningful.
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Disclaimer
This template and guide are for general information only. They are not legal, tax, accounting, employment, advertising, securities, filing, or professional advice, and no attorney or government agency has reviewed or approved them. Check the law and filing practice for your state and transaction before relying on a document.
