Articles of Incorporation for a Close Corporation are essential when business owners want to maintain tight control over ownership while enjoying corporate benefits. This document is particularly suited for small, privately held businesses where shareholders want to be directly involved in management. In the United States, close corporations typically have fewer than 35 shareholders and must comply with specific state regulations. The Articles of Incorporation Close Corporation document outlines the fundamental aspects of the business, including ownership structure, management rights, and transfer restrictions, while providing the tax benefits and liability protection of a traditional corporation.
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1. Article I - Name: Legal name of the corporation
2. Article II - Purpose: Statement of business purpose and permitted activities
3. Article III - Duration: Period of corporate existence (usually perpetual)
4. Article IV - Registered Office and Agent: Official address and registered agent information
5. Article V - Capital Stock: Details of authorized shares and classes of stock
6. Article VI - Close Corporation Status: Declaration of close corporation status and related restrictions
7. Article VII - Directors: Initial directors and board structure
1. Article VIII - Preemptive Rights: Rights of existing shareholders to purchase new stock issuances before shares are offered to non-shareholders
2. Article IX - Share Transfer Restrictions: Specific limitations on stock transfers beyond statutory requirements
3. Article X - Shareholder Agreements: Reference to and incorporation of separate shareholder agreements
1. Schedule A - Initial Shareholders: List of initial shareholders and their shareholdings
2. Schedule B - Initial Directors: List of initial board members and their details
3. Appendix A - Share Transfer Procedures: Detailed procedures for transferring shares in compliance with close corporation requirements
Relevant legal definitions
Corporation
Articles of Incorporation
Close Corporation
Authorized Shares
Board of Directors
Bylaws
Capital Stock
Common Stock
Directors
Incorporator
Initial Directors
Majority Vote
Officers
Par Value
Preferred Stock
Principal Office
Registered Agent
Registered Office
Secretary
Shareholder
Share Transfer Restrictions
State of Incorporation
Stock Certificate
Subscriber
Transfer of Shares
Voting Rights
Preemptive Rights
Quorum
Corporate Seal
Fiscal Year
Articles of Incorporation
Close Corporation
Authorized Shares
Board of Directors
Bylaws
Capital Stock
Common Stock
Directors
Incorporator
Initial Directors
Majority Vote
Officers
Par Value
Preferred Stock
Principal Office
Registered Agent
Registered Office
Secretary
Shareholder
Share Transfer Restrictions
State of Incorporation
Stock Certificate
Subscriber
Transfer of Shares
Voting Rights
Preemptive Rights
Quorum
Corporate Seal
Fiscal Year
Clauses
Name and Formation
Purpose and Powers
Duration
Stock Provisions
Capital Structure
Share Transfer Restrictions
Voting Rights
Management Structure
Director Provisions
Officer Provisions
Registered Office and Agent
Shareholder Rights
Preemptive Rights
Dissolution
Amendment Procedures
Indemnification
Close Corporation Status
Meeting Requirements
Dividend Rights
Record Keeping
Ownership Restrictions
Buy-Sell Provisions
Stock Certificate Requirements
Corporate Governance
Operational Restrictions
Purpose and Powers
Duration
Stock Provisions
Capital Structure
Share Transfer Restrictions
Voting Rights
Management Structure
Director Provisions
Officer Provisions
Registered Office and Agent
Shareholder Rights
Preemptive Rights
Dissolution
Amendment Procedures
Indemnification
Close Corporation Status
Meeting Requirements
Dividend Rights
Record Keeping
Ownership Restrictions
Buy-Sell Provisions
Stock Certificate Requirements
Corporate Governance
Operational Restrictions
Relevant Industries
Relevant Teams
Relevant Roles
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