Companies Memorandum Of Association Template for England and Wales

When establishing a corporation in the United States, you need a Companies Memorandum of Association, commonly known as Articles of Incorporation. This foundational document creates your company's legal existence and must be filed with your chosen state's Secretary of State or similar authority. The document establishes your corporation's legal identity, defines its purpose, and sets the framework for its operations and governance structure.

When do you need this document?

You need Articles of Incorporation whenever you're forming a new corporation in any U.S. state. This applies whether you're starting a small business, establishing a nonprofit organization, or creating a large commercial enterprise. The document is required before you can conduct business legally as a corporation, open corporate bank accounts, or issue shares to investors. You'll also need it when converting from another business structure like an LLC or partnership to a corporate form, or when incorporating an existing unincorporated business.

Key legal considerations

Your Articles of Incorporation must include specific mandatory information including the corporate name, registered office address, registered agent details, authorized share capital, and incorporator information. The corporate name must be unique and include appropriate corporate identifiers like "Corporation," "Inc.," or "Corp." Your capital structure section should carefully specify the number of authorized shares, classes of stock, and any special rights or restrictions. Consider including broad purpose clauses to allow business flexibility while ensuring compliance with state requirements. The registered agent must maintain a physical address in your state of incorporation and be available during business hours to receive legal documents.

Legal requirements in United States

Each state has specific requirements for Articles of Incorporation under their respective corporation laws. Delaware General Corporation Law is often considered the gold standard and allows significant flexibility in corporate structure. Most states require filing fees ranging from $50 to $500, and some mandate publication in local newspapers. Your document must comply with federal securities laws if you plan to issue shares, including Securities Act of 1933 registration requirements for public offerings. State blue sky laws may impose additional securities registration requirements. The Internal Revenue Code affects your corporate structure choices, particularly regarding tax elections and reporting obligations. Some states require additional documents like initial reports or franchise tax registrations shortly after incorporation.