Articles of Incorporation for a Stock Corporation are required when businesses want to form a corporation in the United States. This foundational document establishes the corporation's existence and defines its basic framework. It must be filed with the appropriate state authority and typically includes information about the corporation's name, purpose, stock structure, registered agent, and initial directors. The document is crucial for establishing limited liability protection, enabling the issuance of stock, and creating a separate legal entity. Different states may have varying requirements, but the basic elements remain consistent across jurisdictions.
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1. Article I - Corporate Name: Legal name of the corporation
2. Article II - Registered Office and Agent: Official address and registered agent details
3. Article III - Corporate Purpose: Statement of business purposes
4. Article IV - Authorized Shares: Number and classes of authorized stock
5. Article V - Directors: Initial board of directors information
6. Article VI - Incorporator: Details of person(s) forming the corporation
1. Article VII - Preemptive Rights: Rights of existing shareholders to purchase new stock issues before they are offered to others
2. Article VIII - Cumulative Voting: Provisions for cumulative voting in director elections to provide minority shareholders greater voting power
3. Article IX - Limitations of Director Liability: Provisions limiting personal liability of directors to protect them from certain legal claims
1. Schedule A - Initial Stock Subscriptions: Details of initial stock distributions and payments
2. Schedule B - Initial Directors: Complete information about initial board members including names, addresses, and qualifications
3. Schedule C - Corporate Bylaws: Detailed internal governance rules and operational procedures for the corporation
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