constituent documents

USA

organizational documents, Also known as constituent documents.

Collectively, the formation documents of an entity filed with the relevant state agency under the laws of that state and the other internal documents of the entity that govern the rights of its equity holders and the management and operation of the entity. Organizational documents use different names depending on the type of entity:

• Corporations use certificates of incorporation (certificate of incorporation) (called articles of incorporation in some states) and by-laws.

• Limited liability companies (limited liability company) use certificates of formation (certificate of formation) and limited liability company operating agreements.

• Limited partnerships (limited partnerships) use certificates of limited partnership (certificates of limited partnership (certificate of limited partnership) and partnership agreements.

• general partnerships use partnership agreements; most states do not require general partnerships to file a certificate for formation, but general partnerships may file a statement of partnership existence (or its equivalent) for operational and notice purposes.