Articles of Incorporation and Company Bye-Laws, are they the same?

Short answer: No, they are not.

Clients interested in incorporating a company often ask me to explain the difference between the Articles of Incorporation (AoI) and the Company’s Bye-laws (Bye-laws).

I decided to do this simple (hopefully short) post to help persons understand the difference between these two very important documents.

Articles of Incorporation

Basically, the AoI form a document that is filed with the government agency with oversight for the registration and regulation of businesses and companies in a particular company. In Trinidad and Tobago’s case, the Registrar General is the government department with such responsibility and the Companies Registry housed within the Registrar General’s Department is responsible for the registration of companies.

The AoI allows the business to be recognised as a functioning legal corporation. Included in the AoI are basic pieces of information such as the company name, place of business, date of formation, the number of directors as well as the number and types of shares to be distributed; these have to be filed with the Companies Registry for incorporation to take place.

Companies Act Ch. 81:01 of the Laws of Trinidad and Tobago:

12. Upon receipt of articles of incorporation which comply with the provisions of this Act, the Registrar shall issue a certificate of incorporation in accordance with section 481 and the certificate is conclusive proof of the incorporation of the company named in the certificate.

13. A company comes into existence on the date shown on its certificate of incorporation.

Bye-laws

Bye-laws on the other hand are the detailed rules, guidelines or operating agreements by which the company would be run. The Bye-laws do not have to be filed with the government agency while the AoI do.

I like to think of the AoI as the framework within which the Bye-laws operate. Or to put it another way, the AoI is the body while the Bye-laws are the life’s blood of the company. If something goes wrong with the Bye-laws the company will be sick and unable to function properly.

The Bye-laws are one of the first items to be established by the Board of Directors of a company. They are usually created after the AoI are filed and the company registration approved and finalised. The Bye-laws have to be consistent with your AoI.

I’ll do another blog post to discuss what a company’s Bye-laws look like.

Have a look at these other useful websites:

http://legalaffairs.gov.tt/about.php

https://www.contractscounsel.com/t/us/corporate-bylaws

https://corporatefinanceinstitute.com/resources/knowledge/finance/company-bylaws/