Articles of Incorporation
The founding document filed with the state that legally creates the corporation.
Definition
Articles of incorporation (also called a certificate of incorporation in Delaware) is the legal document filed with the state to create a corporation. It specifies the company name, authorized shares (common and preferred), par value, and registered agent. In venture-backed companies, the articles are amended with each funding round to create new share classes (Series A Preferred, etc.) and increase authorized shares.
Why it matters
The articles of incorporation define the authorized share classes and their rights. When investors negotiate liquidation preferences and anti-dilution terms, those terms are written into an amended certificate of incorporation. This document is the legal source of truth for your share rights.
Example
At incorporation, the articles authorize 10M common shares. At Series A, they are amended to authorize 3M Series A Preferred shares with 1x liquidation preference, anti-dilution protection, and specific voting rights.