Which document establishes the corporation's structure and indicates whether stock will be issued?

• A. Articles of incorporation
• B. Bylaws
• C. Public Offering Statement
• D. Declaration, CC&Rs, or master deed

Answer: (A)

The key idea is that form and capital structure of a corporation are set by the document filed to create the company as a legal entity. Articles of incorporation establish the corporation’s existence and outline its basic framework, including the authorized number and type of shares. This is where the company declares its capital structure, which determines whether stock can be issued and in what amounts. Bylaws, by contrast, lay out internal governance rules and procedures but do not create the entity or authorize stock. The Public Offering Statement and the Declaration, CC&Rs, or master deed relate to real estate or community covenants, not corporate formation. So the document that both establishes the corporation and indicates stock authorization is the articles of incorporation.