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Articles Of Corporation And Bylaws for the United States

Articles Of Corporation And Bylaws Template for United States

Articles of Incorporation and Bylaws are fundamental legal documents that establish the existence and governance structure of a corporation in the United States. The Articles of Incorporation, filed with the state Secretary of State, create the legal entity, while the Bylaws detail the internal rules and procedures for operating the corporation. These documents outline capital structure, shareholder rights, board composition, and corporate governance procedures, complying with both federal regulations and state-specific corporate laws.

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Articles Of Corporation And Bylaws

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What is a Articles Of Corporation And Bylaws?

Articles of Incorporation and Bylaws are essential when forming a new corporation or restructuring an existing one in the United States. These documents serve as the corporation's constitutional documents, defining its purpose, structure, and operational framework. The Articles of Incorporation establish the corporation's legal existence with state authorities, while the Bylaws provide detailed internal governance rules. They are required for legal compliance, securing funding, opening bank accounts, and establishing credibility with stakeholders. The documents must comply with state-specific corporate laws and federal regulations.

What sections should be included in a Articles Of Corporation And Bylaws?

1. Article I - Name and Purpose: Corporate name, principal office location, and statement of business purpose

2. Article II - Capital Stock: Classes of stock, authorized shares, rights, privileges, and transfer restrictions

3. Article III - Shareholders: Shareholder meetings, voting rights, quorum requirements, and general procedures

4. Article IV - Board of Directors: Board composition, elections, meetings, powers, and responsibilities

5. Article V - Officers: Officer positions, duties, appointment procedures, and term limits

6. Article VI - Corporate Records: Record-keeping requirements, inspection rights, and maintenance procedures

What sections are optional to include in a Articles Of Corporation And Bylaws?

1. Article VII - Indemnification: Provisions for protecting directors and officers from personal liability

2. Article VIII - Amendments: Procedures and requirements for modifying articles and bylaws

3. Article IX - Emergency Provisions: Procedures for corporate governance during emergency situations

What schedules should be included in a Articles Of Corporation And Bylaws?

1. Schedule A - Initial Shareholders: Detailed list of initial shareholders with their respective shareholdings

2. Schedule B - Initial Directors: List of initial board members with their terms of office

3. Schedule C - Stock Certificate Form: Template and specifications for stock certificates

4. Appendix A - Corporate Seal: Design and specifications of the official corporate seal

Authors

Alex Denne

Head of Growth (Open Source Law) @ Ƶ | 3 x UCL-Certified in Contract Law & Drafting | 4+ Years Managing 1M+ Legal Documents | Serial Founder & Legal AI Author

Jurisdiction

United States

Publisher

Ƶ

Cost

Free to use
Clauses







































Industries

State Corporation Statutes: State-specific laws governing corporation formation and operation (e.g., Delaware General Corporation Law, California Corporations Code). Each state has distinct requirements for incorporation and corporate governance.

Internal Revenue Code: Federal tax regulations that affect corporate structure, operations, and reporting requirements for tax purposes.

Securities Acts: Securities Act of 1933 and Securities Exchange Act of 1934 which govern the issuance and trading of corporate securities and shareholder relations.

Sarbanes-Oxley Act: 2002 federal law establishing enhanced corporate governance and financial disclosure requirements, particularly important for public companies.

Industry-Specific Regulations: Sector-specific rules and requirements (e.g., banking regulations, healthcare regulations, professional service corporation rules) that affect corporate structure and governance.

Federal Employment Laws: Including Fair Labor Standards Act and Equal Employment Opportunity laws that govern corporate employment practices and policies.

State Employment Laws: State-specific employment regulations that must be reflected in corporate governance documents.

Stock Issuance Rules: Regulations governing how corporations can issue, transfer, and manage stock, including shareholder rights and voting procedures.

Board Governance Requirements: Rules regarding Board of Directors structure, responsibilities, meetings, and decision-making processes.

Administrative Requirements: Mandatory provisions for registered agents, annual meetings, and corporate record-keeping obligations.

Teams

Employer, Employee, Start Date, Job Title, Department, Location, Probationary Period, Notice Period, Salary, Overtime, Vacation Pay, Statutory Holidays, Benefits, Bonus, Expenses, Working Hours, Rest Breaks,  Leaves of Absence, Confidentiality, Intellectual Property, Non-Solicitation, Non-Competition, Code of Conduct, Termination,  Severance Pay, Governing Law, Entire Agreemen

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