Business Articles of Incorporation are essential documents required when establishing a new corporation in the United States. They serve as the corporation's founding document and must be filed with the appropriate state agency, typically the Secretary of State's office. The document includes crucial information about the corporation's structure, including its name, purpose, stock details, registered agent, and initial directors. While requirements vary by state, Articles of Incorporation are necessary to create the legal framework that provides liability protection for owners and establishes the corporation as a separate legal entity.
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1. Article I: Name: Legal corporate name and any DBA names
2. Article II: Purpose: Statement of business purpose and permitted activities
3. Article III: Registered Agent: Name and address of registered agent for service of process
4. Article IV: Duration: Period of corporate existence (usually perpetual)
5. Article V: Stock: Authorized shares, classes of stock, par value
6. Article VI: Directors: Initial directors and board structure
1. Article VII: Preemptive Rights: Rights of existing shareholders to purchase new stock issuances. Used when protecting existing shareholders from dilution.
2. Article VIII: Cumulative Voting: Special voting rights for director elections. Used when providing minority shareholders greater representation.
3. Article IX: Indemnification: Protection of officers and directors. Used when additional liability protection is desired.
1. Schedule A: Initial Shareholders: List of initial shareholders and their stock ownership
2. Schedule B: Initial Directors: Detailed information about initial board members
3. Schedule C: Stock Certificate Form: Template for stock certificates
4. Appendix A: Corporate Bylaws: Detailed operational rules of the corporation
Relevant legal definitions
Clauses
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