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Letter Of Incorporation Template for United States

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Key Requirements PROMPT example:

Letter Of Incorporation

"I need a Letter of Incorporation for a Delaware-based technology startup with two classes of stock (common and preferred), planning to issue 10 million authorized shares and expecting to close our Series A funding by March 2025."

Document background
A Letter of Incorporation is the foundational document required to legally form a corporation in the United States. This document must be filed with the appropriate state authority to create a separate legal entity distinct from its owners. The Letter of Incorporation includes essential information such as the corporation's name, purpose, stock structure, registered agent, and incorporator details. It establishes the corporation's existence under state law and serves as evidence of the company's legal status. This document is crucial for businesses seeking liability protection, formal structure, and the ability to issue stock.
Suggested Sections

1. Corporate Name: Legal name of the corporation being formed and any DBA names

2. Registered Office: Official address and registered agent information for service of process

3. Purpose: Statement of corporate purpose and permitted business activities

4. Stock Structure: Details of authorized shares, classes of stock, and par value

5. Incorporator Information: Names, addresses, and signatures of the person(s) forming the corporation

Optional Sections

1. Duration: Specification of corporation duration if not perpetual

2. Initial Directors: Names and addresses of initial board members if known at incorporation

3. Preemptive Rights: Specification of existing shareholders' rights to purchase new stock issues

Suggested Schedules

1. Schedule A - Initial Shareholders: Detailed list of initial shareholders and their stock allocations

2. Schedule B - Stock Certificate Form: Template and specifications for stock certificates

3. Appendix 1 - Corporate Bylaws: Initial corporate bylaws if included with articles of incorporation

Authors

Alex Denne

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

Clauses















Industries

Internal Revenue Code (IRC): Federal tax legislation that governs corporate taxation, tax reporting requirements, and corporate tax obligations

Securities Act of 1933: Federal law governing initial securities offerings and registration requirements if the corporation plans to issue shares

Securities Exchange Act of 1934: Federal legislation regulating secondary trading of securities and establishing reporting requirements for public companies

Sarbanes-Oxley Act of 2002: Federal law establishing enhanced corporate governance and financial disclosure standards for public companies

State Corporation Laws: State-specific laws governing corporation formation, operation, and dissolution (varies by state, e.g., Delaware General Corporation Law, California Corporations Code)

State Filing Requirements: State-specific regulations and procedures for filing Articles of Incorporation, including forms, fees, and processing times

State Tax Laws: State-specific tax regulations affecting corporations, including state corporate income tax, franchise tax, and sales tax requirements

Registered Agent Requirements: State laws requiring corporations to maintain a registered agent and office for service of process within the state

Corporate Governance Requirements: State-specific rules governing corporate structure, board of directors, shareholder rights, and corporate bylaws

Naming Restrictions: State-specific rules and restrictions regarding corporate names, including uniqueness requirements and prohibited terms

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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