This is not a substitute for legal advice.  An attorney must be consulted.

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What are the Articles of Incorporation?

Articles of incorporation or a certificate of incorporation represents the official document of organization for a new company.  The articles of incorporation must be executed and filed in duplicate and signed by the incorporators.  The articles must set forth the corporation name; the purpose for which the corporation is organized (this may be a statement that the corporation is organized for any and all lawful businesses); the address of the initial registered officer; the name of the initial registered agent; the name and address of each incorporator; the number of shares of each class of stock; the number and class of shares that the corporation proposes to issue without further report to the secretary of state (in some cases the document will need to be filed with a commissioner of economic development, local probate judge, or other government officials); the designation of each class of stock and a statement of the designation, preferences, qualification, limitations, restrictions, and special or relative rights; and if the corporation may issue the shares of any preferred or special class in series.  The articles may also set forth the names and addresses of the initial board of directors; provisions regarding the management of the business and the regulation of the affairs of the corporation; limitations on the rights, powers, and duties of the corporation, its officers, directors, and shareholders; the limitation of preemptive rights; an estimate of the value of property held by the corporation; and special voting provisions.  The corporate articles may also place limitation on the personal liability of the directors or shareholders.  

The corporate existence begins when a certificate of incorporation is issued by the secretary of state.  The certificate of existence will be issued by the secretary of state upon complete compliance with the relevant statute and the filing of the appropriate and approved articles of incorporation.


Copyright © 1994 - 2014 by LAWCHEK, LTD.

This is not a substitute for legal advice. An attorney must be consulted.