C Corp Articles Of Incorporation Template for United States

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C Corp Articles Of Incorporation

"Need to draft C Corp 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."

Document background
C Corp Articles of Incorporation are crucial formation documents required when establishing a corporation in the United States. They must be filed with the appropriate state authority and typically include fundamental information about the corporation's structure, governance, and purposes. These articles serve as the corporation's charter and are necessary for obtaining an Employer Identification Number (EIN), opening bank accounts, and conducting business legally. The document is particularly important as it establishes the corporation's existence as a separate legal entity and defines its relationship with shareholders, directors, and officers.
Suggested Sections

1. Corporate Name: Official name of the corporation that meets state requirements

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

3. Purpose Statement: General statement of corporate purpose and permitted activities

4. Stock Structure: Number and classes of authorized shares

5. Incorporator Information: Names and addresses of incorporators

Optional Sections

1. Preemptive Rights: Optional provisions regarding shareholders' rights to purchase new stock issues before they are offered to others

2. Board Structure: Optional specific provisions about board composition and operation

3. Duration: Optional specification of corporate term if not perpetual

Suggested Schedules

1. Initial Directors: List of initial board members if named in articles

2. Stock Classification: Detailed description of different stock classes and rights

3. Initial Capital Structure: Details of initial stock issuance and capitalization

Authors

Alex Denne

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

Industries

State Corporation Laws: Each state's specific corporation laws and statutes that govern the formation and operation of C Corporations, including state-specific filing requirements, naming conventions, and minimum capital requirements

Internal Revenue Code: Federal tax regulations specific to C Corporations, including corporate tax obligations, shareholder taxation requirements, and IRS compliance standards

SEC Regulations: Securities and Exchange Commission regulations governing stock issuance, reporting requirements, and investor protection measures for C Corporations

Model Business Corporation Act: A model framework for state corporation laws, which many states use as a basis for their own corporate legislation

Secretary of State Requirements: State-specific requirements for corporate registration, maintenance, and compliance as mandated by each state's Secretary of State office

Corporate Governance Rules: State-specific regulations regarding corporate structure, board of directors, officer requirements, and governance procedures

Naming Restrictions: Legal requirements and restrictions for corporate names, including prohibited terms and required designators

Registered Agent Requirements: Legal requirements for maintaining a registered agent and office within the state of incorporation

Stock Structure Regulations: Rules governing the types of stock that can be issued, par value requirements, and shareholder rights

Federal Tax ID Requirements: Requirements for obtaining and maintaining a Federal Employer Identification Number (FEIN) for the corporation

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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