Secretary of State Articles of Incorporation are fundamental documents required when establishing a corporation in any U.S. state. They must be filed when founders wish to create a legal corporate entity separate from themselves. The document includes crucial information about the corporation's structure, purpose, and governance, and must comply with state-specific requirements. Once approved by the Secretary of State, these articles serve as the corporation's charter and establish its existence under state law. This document is typically prepared during the initial stages of business formation and requires careful consideration of various legal and tax implications.
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1. Article 1: Corporate Name: Legal name of the corporation that complies with state naming requirements
2. Article 2: Registered Agent and Office: Name and physical address of the registered agent and principal office location in the state of incorporation
3. Article 3: Purpose: General purpose of the corporation and nature of business to be conducted
4. Article 4: Stock Structure: Number and classes of authorized shares, par value, and voting rights
5. Article 5: Incorporator: Name and address of the person(s) forming the corporation
1. Article: Corporate Duration: Specification of corporation duration if not perpetual existence
2. Article: Preemptive Rights: Rights of existing shareholders to maintain ownership percentage through new stock purchases
3. Article: Board Structure: Initial board composition, number of directors, and governance structure
4. Article: Corporate Powers: Specific powers and limitations of the corporation beyond standard statutory powers
1. Schedule A: Initial Directors: List of initial board members and their contact information
2. Schedule B: Stock Distribution: Initial allocation of shares among founders and investors
3. Schedule C: Property Contributions: Detailed list of non-cash property contributed to corporation in exchange for stock
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