Certificate Of Incorporation And Articles Of Incorporation Template for United States

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Key Requirements PROMPT example:

Certificate Of Incorporation And Articles Of Incorporation

"I need to draft a Certificate of Incorporation and Articles of Incorporation for a Delaware-based technology startup planning to issue both common and preferred stock, with an expected incorporation date of March 1, 2025, and specific provisions for protecting minority shareholders."

Document background

The Certificate of Incorporation and Articles of Incorporation are essential documents required when establishing a corporation in any U.S. state. These documents must be filed to legally form a corporation and receive state recognition. They contain crucial information about the corporation's structure, including its name, purpose, stock details, registered agent, and initial directors. The documents serve as the foundation for corporate governance and are frequently referenced throughout the corporation's lifetime for matters relating to stock issuance, corporate powers, and governance structure.

Suggested Sections

1. Article I - Corporate Name: Legal name of the corporation and any restrictions or requirements for the name

2. Article II - Registered Office and Agent: Official address of the corporation and details of the registered agent for service of process

3. Article III - Corporate Purpose: Statement of business purpose and permitted activities of the corporation

4. Article IV - Capital Stock: Details of authorized shares, classes of stock, and par value

5. Article V - Board of Directors: Initial directors and basic board structure including minimum/maximum number of directors

6. Article VI - Incorporator: Information about the person(s) forming the corporation

Optional Sections

1. Article VII - Preemptive Rights: Provisions regarding shareholders' rights to purchase new stock issues before they are offered to others

2. Article VIII - Limited Liability: Additional provisions for protection of directors, officers, and shareholders from personal liability

3. Article IX - Corporate Powers: Specific enumeration of powers granted to the corporation beyond standard statutory powers

Suggested Schedules

1. Schedule A - Initial Shareholders: List of initial shareholders with their respective stock allocations and classes of shares

2. Schedule B - Initial Directors: Detailed information about initial board members including names and addresses

3. Schedule C - Stock Certificate Form: Template and specifications for the corporation's stock certificates

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: State-specific corporation laws that govern business formation and operation (e.g., Delaware General Corporation Law, New York Business Corporation Law). Each state has unique requirements for incorporation.

Internal Revenue Code: Federal tax legislation that determines corporate tax structure, requirements, and obligations for the newly formed corporation.

Securities Act of 1933: Federal law governing the issuance of securities, relevant if the corporation plans to issue shares to shareholders.

Securities Exchange Act of 1934: Federal law regulating secondary trading of securities and establishing reporting requirements for corporations.

State Secretary of State Filing Requirements: Specific state-level requirements for corporate filing, including name availability checks, registered agent designation, and minimum capital requirements if applicable.

IRS EIN Requirements: Federal requirements for obtaining an Employer Identification Number (Tax ID) and maintaining corporate tax compliance.

Industry-Specific Regulations: Additional regulatory requirements specific to certain industries or professional corporations, including special licensing or certification needs.

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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