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Charter Articles Of Incorporation

Charter Articles Of Incorporation Template for United States

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Key Requirements PROMPT example:

Charter Articles Of Incorporation

"I need to draft Charter Articles of Incorporation for a Delaware-based technology startup with two classes of stock (common and preferred), planning to raise venture capital funding in March 2025."

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Document background

Charter Articles of Incorporation are essential documents required when establishing a new corporation in the United States. They must be filed with the appropriate state agency (typically the Secretary of State) and serve as the foundation for the corporation's existence. These articles establish the corporation's legal identity, define its basic structure, and outline key operational aspects such as stock authorization and management framework. The document is crucial for legal compliance, obtaining an EIN, opening bank accounts, and establishing the corporation's legitimacy for business operations.

Suggested Sections

1. Article I - Corporate Name: Legal name of the corporation and any DBA names

2. Article II - Registered Office and Agent: Official address and registered agent information

3. Article III - Corporate Purpose: Statement of business purpose and permitted activities

4. Article IV - Capital Stock: Details of authorized shares and classes of stock

5. Article V - Board of Directors: Initial directors and board structure

Optional Sections

1. Article VI - Preemptive Rights: Shareholders' rights to purchase new stock issues before shares are offered to non-shareholders

2. Article VII - Limitation of Director Liability: Provisions limiting personal liability of directors to the extent permitted by state law

3. Article VIII - Corporate Powers: Specific powers granted to the corporation beyond standard statutory powers

Suggested Schedules

1. Schedule A - Initial Shareholders: List of initial shareholders and their shareholdings with details of share class and number

2. Schedule B - Initial Directors: List of initial board members with their contact information and positions

3. Appendix A - Stock Certificate Form: Template for stock certificates including required state-specific language and security features

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

State Corporation Laws: State-specific corporation laws (e.g., Delaware General Corporation Law, California Corporations Code) including filing requirements and minimum content requirements for Articles of Incorporation

Federal Tax Law: Internal Revenue Code considerations for corporate tax status and classifications

Federal Securities Laws: Securities Act of 1933 and Securities Exchange Act of 1934 requirements for stock issuance, and Sarbanes-Oxley Act compliance for public companies

Industry-Specific Regulations: Specific regulatory requirements for certain industries such as banking, healthcare, or professional services that affect incorporation structure

Federal Employment Laws: Fair Labor Standards Act and Equal Employment Opportunity regulations that impact corporate structure and policies

State Tax Laws: State-specific tax requirements, classifications, and franchise tax considerations for incorporated entities

Antitrust Laws: Clayton Act and Sherman Antitrust Act compliance requirements affecting corporate structure and operations

Corporate Formation Requirements: Specific requirements for corporate name, registered agent, stock structure, corporate purpose statements, initial directors, and filing fees

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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