The Certificate of Incorporation and Articles of Incorporation are essential documents required when establishing a corporation in any U.S. state. These documents must be filed to legally form a corporation and receive state recognition. They contain crucial information about the corporation's structure, including its name, purpose, stock details, registered agent, and initial directors. The documents serve as the foundation for corporate governance and are frequently referenced throughout the corporation's lifetime for matters relating to stock issuance, corporate powers, and governance structure.
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1. Article I - Corporate Name: Legal name of the corporation and any restrictions or requirements for the name
2. Article II - Registered Office and Agent: Official address of the corporation and details of the registered agent for service of process
3. Article III - Corporate Purpose: Statement of business purpose and permitted activities of the corporation
4. Article IV - Capital Stock: Details of authorized shares, classes of stock, and par value
5. Article V - Board of Directors: Initial directors and basic board structure including minimum/maximum number of directors
6. Article VI - Incorporator: Information about the person(s) forming the corporation
1. Article VII - Preemptive Rights: Provisions regarding shareholders' rights to purchase new stock issues before they are offered to others
2. Article VIII - Limited Liability: Additional provisions for protection of directors, officers, and shareholders from personal liability
3. Article IX - Corporate Powers: Specific enumeration of powers granted to the corporation beyond standard statutory powers
1. Schedule A - Initial Shareholders: List of initial shareholders with their respective stock allocations and classes of shares
2. Schedule B - Initial Directors: Detailed information about initial board members including names and addresses
3. Schedule C - Stock Certificate Form: Template and specifications for the corporation's stock certificates
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