Articles of Incorporation vs Certificate of Incorporation: What's the Difference?

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Your articles of incorporation are the founding rulebook of your corporation — the share classes, transfer restrictions and director numbers the company was built on. Your certificate of incorporation is the one-page government stamp proving that corporation legally exists, showing its corporation number and date of birth. Banks, lawyers and accountants routinely ask for both, often in the same breath ("send us your incorporation documents") — and because the two look nothing alike, plenty of owners send one when the request meant the other. Here is what each document is, what it proves, who asks for which, and where a fresh copy comes from if yours has gone missing.

What are articles of incorporation?

The articles of incorporation are the corporation's constitution: the document filed with the government on day one that defines what the corporation is. Everything structural lives here. A standard set of articles covers:

• the corporate name (or assigned number for a numbered company)
• the classes of shares and the rights attached to each class — who votes, who gets dividends, who gets what on wind-up
• any restrictions on transferring shares (the clause that makes most private corporations "private")
• the minimum and maximum number of directors
• any restrictions on the business the corporation may carry on

The articles are prepared by the incorporator (or their lawyer or registry agent), filed with the registry, and then left alone — often for decades. They only change through a formal filing called articles of amendment, which produces a certificate of amendment and a new page in the corporation's registry file. Day-to-day governance rules — how meetings are called, how many directors make quorum, who signs cheques — do not belong in the articles; those live in the corporate by-laws, which are a separate document that is not filed with the registry at all.

What is a certificate of incorporation?

The certificate of incorporation is the government's one-page confirmation that the corporation legally exists as of a specific date. It is issued by the registry the moment incorporation is approved — by Corporations Canada for a federal corporation, and by the provincial registry for a provincial one — and it carries the two details every form asks for: the corporation number and the date of incorporation. Think of the articles as the corporation's DNA and the certificate as its birth certificate.

Terminology shifts a little across the country. Québec issues a certificate of constitution under its Business Corporations Act, and some provinces print "Certificate of Incorporation" as a banner across a certified copy of the filed application. Whatever the label, the function is identical: one page, government-issued, proving existence.

One thing the certificate does not prove is that the corporation is still in good standing today. A 1998 certificate of incorporation says nothing about whether the company filed its annual returns in 2025 — that is the job of a certificate of status or good standing, which registries issue fresh on request.

What's the difference at a glance?

Why is British Columbia different?

BC splits the "articles" concept in two, and it trips up anyone who moved a company from another province. Under BC's Business Corporations Act, the registry files a Notice of Articles — a summary showing the company name, directors, registered and records office addresses, and authorized share structure — and returns a certified copy of it, together with the certificate of incorporation, when the company is formed. The full articles (the governance rules other provinces would partly put in by-laws) are not filed at all: BC's own incorporation package states the articles "must be kept by the company as part of the company's records," at the records office.

Practically, that means a lender asking a BC company for "your articles" usually needs two things: the certified Notice of Articles (orderable from BC Registries) and the articles themselves (from your own records office or minute book). If the records-office copy is lost, the registry cannot replace it — which is one of the stronger arguments for keeping a complete, professionally maintained minute book.

Which one does the bank, the CRA or the buyer actually want?

When the request is vague, the safest reading is "both." The common cases:

• Opening a corporate bank account: the bank's KYC checklist almost always wants the certificate of incorporation and the articles — the certificate to prove existence, the articles to confirm share classes and who controls the company.
• Your accountant or the CRA: usually the articles. Share classes and restrictions drive dividend planning, the associated-corporation rules, and holding-company questions; the certificate adds nothing they can't get from the corporation number.
• A buyer's lawyer in due diligence: the articles, every amendment since, and typically the complete registry file. This is where the full historical set earns its keep.
• A licensing body, landlord or supplier portal: often just the certificate — they want proof the entity exists, not its share structure.

If the corporation was incorporated federally and you're weighing where a future company should live, the trade-offs are covered in our federal vs provincial incorporation guide.

Where do you get a copy if you've lost one?

The registry keeps a permanent copy of everything that was ever filed, so nothing is truly lost — you order a fresh copy from the registry that holds the corporation's file. The quick facts by jurisdiction:

• Federal (Corporations Canada): uncertified copies of corporate documents are free to order online; certified copies are $40 per document and are requested by email or mail (ised-isde.canada.ca).
• Ontario: copies of filed documents are ordered through the Ontario Business Registry, with government fees starting at $3 per document and $26 for a certificate of status.
• Alberta: the registry has no public portal — copies and certified copies (including pre-1998 paper-era articles) are ordered through an authorized registry agent, who charges the government fee plus a service fee (alberta.ca).
• BC: certified copies of filed documents come from BC Registries via Service BC, BC OnLine or mail; fees are legislated and quoted per request.

Not sure which registry holds the file, or whether the company was incorporated federally or provincially? Run the name through our free Canada-wide corporation search first — the result shows the jurisdiction and corporation number you'll need for any order.

For the full ordering walkthrough — every province, turnaround times, and what a complete document package looks like — see our guide to getting copies of corporate documents in Canada.

Skip the registry runaround

CRS retrieves corporate documents from Corporations Canada and every provincial registry: a certified copy of your articles or certificate of incorporation for $89 + GST per document, or the complete registry file — every document from incorporation to today — for $489 + GST, government fees included.

Turnaround: 1 business day for digital-era filings. Price: $89 + GST per document · full registry file $489 + GST.

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Frequently asked questions

Is a certificate of incorporation the same as articles of incorporation?

No. The articles are the multi-page founding document that sets out share classes, transfer restrictions and director numbers; the certificate is the one-page government confirmation that the corporation exists, with its corporation number and incorporation date. Banks usually ask for both together.

Where do I find my corporation number?

On the certificate of incorporation — in BC it is printed in the upper right-hand corner — and on any registry profile report. If the certificate isn't at hand, a free search of the corporate registries by company name returns the corporation number in seconds.

Are articles of incorporation public?

Yes. Everything filed with a corporate registry is public record, and anyone can order copies — federally, uncertified copies are free online. What is not public is anything never filed: by-laws, shareholder agreements, share registers, and (in BC) the articles themselves.

What happens to my articles when I amend them?

The original articles stay on file and a new filing — articles of amendment — is added, with its own certificate of amendment. After several amendments, many corporations file restated articles that consolidate everything into one current document. Due-diligence reviewers typically want the whole chain, which is why the complete registry file is ordered more often than any single document.

Is a certificate of incorporation the same as a certificate of status?

No. The certificate of incorporation proves the corporation existed on the day it was created and never changes. A certificate of status (or good standing) is issued fresh on request and proves the corporation is active and compliant today — which is what lenders and deal lawyers usually need alongside it.