The Certificate of Incorporation and Memorandum and Articles of Association is required when establishing a new corporation in the United States. This document is essential for creating the legal entity and must be filed with the Secretary of State in the chosen state of incorporation. It contains crucial information about the corporation's structure, including authorized shares, corporate purpose, registered agent, and basic governance provisions. The document serves as the foundation for corporate existence and operations, combining the legal requirements of both the certificate of incorporation and the constitutional documents that guide the corporation's internal affairs.
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1. Article I - Name of Corporation: Legal name of the corporation
2. Article II - Registered Office and Agent: Address of registered office and name of registered agent
3. Article III - Purpose: Statement of corporate purpose and permitted activities
4. Article IV - Capital Stock: Authorized shares, classes of stock, and par value
5. Article V - Board of Directors: Initial directors and board structure
1. Article VI - Preemptive Rights: Optional provisions regarding rights of existing shareholders to maintain ownership percentage when new shares are issued
2. Article VII - Corporate Opportunities: Optional provisions regarding treatment of business opportunities related to corporate purpose and handling of competing interests
3. Article VIII - Indemnification: Optional enhanced protection provisions for directors and officers beyond statutory requirements
1. Schedule A - Initial Shareholders: List of initial shareholders and their shareholdings
2. Schedule B - Share Transfer Restrictions: Detailed provisions regarding share transfer limitations
3. Appendix 1 - Form of Share Certificate: Template for share certificates
4. Appendix 2 - Corporate Bylaws: Detailed internal governance rules and procedures
Act
Articles of Association
Authorized Share Capital
Board of Directors
Bylaws
Certificate of Incorporation
Common Stock
Company
Corporation
Directors
Effective Date
Fiscal Year
Incorporator
Initial Directors
Memorandum of Association
Officer
Par Value
Preferred Stock
Registered Agent
Registered Office
Secretary
Securities
Shareholder
Shares
State
Stock
Stock Certificate
Transfer
Treasury Shares
Voting Rights
Name and Formation
Registered Office and Agent
Corporate Purpose
Share Capital Structure
Share Rights and Restrictions
Transfer of Shares
Board Composition
Director Powers
Shareholder Meetings
Voting Rights
Dividend Rights
Pre-emptive Rights
Share Certificates
Corporate Records
Officer Appointments
Indemnification
Amendment Procedures
Dissolution
Corporate Seal
Fiscal Year
Notice Requirements
Quorum Provisions
Conflict Resolution
Corporate Opportunities
Tag-Along Rights
Drag-Along Rights
Share Redemption
Capitalization
Subsidiary Formation
Borrowing Powers
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