Bylaws vs.

Articles of Incorporation
Bylaws and articles of incorporation are a corporations official documents for organizing,
governing and operating. Incorporation is a legal process governed by the state. The bylaws set
forth the internal operating rules the corporation must follow and detail the roles of board
members and officers. The articles of incorporation create and organize the corporation. The
bylaws and articles of incorporation have similarities, but the primary differences make both
documents necessary for creating the corporation's legal structure.
Bylaws
The corporation creates its bylaws before or after filing its articles of incorporation,
depending on the state in which the business is located or the preference of the incorporator and
directors. The bylaws often are created by an incorporator who filed or will file the articles of
incorporation. Some corporations seat a board before creating the bylaws, so the directors or
shareholders can approve the document. The bylaws contain the corporations name, principal
place of business and the policies, procedures and operating standards under which the business
will operate. The bylaws include authorizations for the number of directors and officers, issuance
of shares and stock, recordkeeping and meeting procedures. Also included are the requirements
for amending the corporations bylaws and articles of incorporation.
Articles of Incorporation
The articles of incorporation, also called the articles of association or charters, depending
on the state and legal structure of the business, include certain provisions that are required by
state corporation law. The document includes the name of the incorporator, corporation name,
names and addresses of initial directors and the signatures of the incorporators and directors.
The document must also include the corporations purpose, principal office location, the
registered agent and the types and amount of stock the corporation is authorized to issue. The
incorporator creates and files the articles of incorporation with the assistance and approval of
the initial directors.
Taken from: http://yourbusiness.azcentral.com/bylaws-vs-articles-incorporation-2919.html

Curso de Traduccin Legal Derecho Mercantil Prof. Gabriel Arvelo