The Corporation Certificate of Incorporation is a foundational document required when establishing a new corporation in the United States. It must be filed with the appropriate state authority to create legal recognition of the corporation as a separate entity. This document includes essential information such as the corporation's name, purpose, stock structure, registered agent, and incorporator details. It serves as the primary charter document and is required in all U.S. states, though specific requirements may vary by jurisdiction. The certificate becomes public record upon filing and remains a crucial reference document throughout the corporation's existence.
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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: Authorized shares, classes, and par value
5. Article V - Incorporator: Information about the person(s) forming the corporation
1. Article VI - Board of Directors: Initial directors and board structure - used when initial directors are known at incorporation
2. Article VII - Preemptive Rights: Shareholders' rights to purchase new stock issuances - used when shareholders should have first right to purchase new shares
3. Article VIII - Corporate Bylaws: Reference to adoption of bylaws - used when specific bylaw provisions need to be referenced in certificate
1. Schedule A - Stock Subscription: Initial stock subscribers and their commitments
2. Schedule B - Initial Directors: List of initial board members if known
3. Schedule C - Required State-Specific Forms: Additional forms required by state of incorporation
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