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Articles Of Organization S Corp

Articles Of Organization S Corp Template for United States

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Articles Of Organization S Corp

"I need Articles of Organization S Corp for my new consulting firm based in Delaware, with three initial shareholders who are all US citizens, and we plan to start operations in March 2025 with an initial capital of $500,000."

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What is a Articles Of Organization S Corp?

Articles of Organization S Corp is a foundational document required when establishing a corporation that wishes to elect S Corporation tax status under U.S. federal law. This document is essential for small businesses seeking the liability protection of a corporation while maintaining pass-through taxation benefits. It must be filed with the state's Secretary of State and includes crucial information about the corporation's structure, governance, and initial shareholders, while ensuring compliance with IRS restrictions on S Corporations, such as the 100-shareholder limit and single class of stock requirement.

What sections should be included in a Articles Of Organization S Corp?

1. Article 1: Name: Legal name of the corporation following state naming conventions

2. Article 2: Registered Agent: Name and address of registered agent for service of process

3. Article 3: Purpose: General statement of business purpose and activities

4. Article 4: Stock Structure: Number and class of authorized shares (single class for S Corps)

5. Article 5: Initial Directors: Names and addresses of initial board members

What sections are optional to include in a Articles Of Organization S Corp?

1. Duration: Specific term of existence if not perpetual - include only when corporation has predetermined lifespan

2. Additional Provisions: Special corporate governance rules or restrictions - include when specific operational requirements exist

3. Preemptive Rights: Shareholders' rights to purchase new stock issuances - include when shareholders request this protection

What schedules should be included in a Articles Of Organization S Corp?

1. Schedule A: Initial Shareholders: List of initial shareholders and their stock ownership

2. Schedule B: Paid-in Capital: Details of initial capital contributions

3. Appendix A: Bylaws: Complete corporate bylaws document

4. Appendix B: Form 2553: IRS Election for S Corporation status

Authors

Alex Denne

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

alex.den.21@genieai.co
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Industries

Federal S Corporation Laws: Internal Revenue Code (IRC) Sections 1361-1379 governing S Corporation provisions, including basic requirements for S Corp status and operation

S Corp Eligibility Requirements: Internal Revenue Code specifications for S Corp eligibility including ownership restrictions and stock class limitations

State Corporation Laws: State-specific Business Corporation Acts and filing requirements, including naming conventions and Secretary of State regulations

Federal Securities Laws: Securities Act of 1933 and Securities Exchange Act of 1934 requirements for corporate stock issuance and trading

State Securities Laws: State Blue Sky Laws governing securities offerings and trading at the state level

Tax Election Requirements: Form 2553 (Election by a Small Business Corporation) filing requirements and state tax registration procedures

Shareholder Restrictions: Limitations including maximum 100 shareholders, single class of stock requirement, eligible shareholder types, and domestic corporation requirement

State Filing Requirements: State registration procedures, filing fees, annual report requirements, and mandatory corporate documentation

Corporate Governance Rules: Requirements for Board of Directors structure, officers, management roles, and shareholder rights and responsibilities

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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