Certificate Articles of Incorporation are essential documents required when forming a corporation in the United States. They are filed with the state's Secretary of State office and serve as the foundation for the corporation's legal existence. The document includes crucial information such as the corporation's name, purpose, registered agent, initial directors, and stock structure. It must comply with state-specific corporation laws and regulations. This document is typically prepared when entrepreneurs or existing businesses decide to incorporate, seeking benefits such as limited liability protection, potential tax advantages, and enhanced credibility. Different states may have varying requirements and filing procedures for Articles of Incorporation.
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1. Article I - Corporate Name: Legal name of the corporation and any required designators (e.g., Inc., Corp.)
2. Article II - Registered Office and Agent: Official address for the corporation and designation of registered agent for service of process
3. Article III - Purpose: Statement of corporate purpose and permitted business activities
4. Article IV - Duration: Period of corporate existence (typically perpetual unless specifically limited)
5. Article V - Capital Stock: Details of authorized shares, classes of stock, and par value
6. Article VI - Initial Directors: Names and addresses of initial board members who will serve until first annual meeting
7. Article VII - Incorporator: Name and address of person(s) forming the corporation
1. Article - Preemptive Rights: Provisions regarding shareholders' rights to maintain their proportional ownership by buying new stock issues before they are offered to others
2. Article - Cumulative Voting: Provisions for alternative voting methods in director elections to give minority shareholders greater representation
3. Article - Corporate Powers: Specific enumeration of corporate powers beyond statutory defaults
4. Article - Indemnification: Provisions for protecting directors and officers from personal liability
1. Schedule A - Initial Shareholders: Complete list of initial shareholders with their respective stock allocations and ownership percentages
2. Schedule B - Stock Certificate Form: Template and specifications for the corporation's stock certificates
3. Schedule C - Initial Asset Contributions: Detailed listing of all initial capital and asset contributions to the corporation
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