Articles Of Organization For Corporation Template for United States

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Articles Of Organization For Corporation

"I need Articles of Organization for Corporation to establish a Delaware-based technology startup with two classes of shares (common and preferred) and three initial board members, planning to commence operations in March 2025."

What is a Articles Of Organization For Corporation?

Articles of Organization for Corporation is a crucial document required when establishing a new corporation in the United States. It must be filed with the appropriate state authority and serves as the foundation for the corporation's legal existence. The document includes essential information such as the corporation's name, registered agent, purpose, authorized shares, and initial directors. Each state has specific requirements for these articles, and they must be properly filed and approved before the corporation can begin operations. This document is particularly important as it creates the legal framework for the corporation's existence and helps establish limited liability protection for shareholders.

What sections should be included in a Articles Of Organization For Corporation?

1. Article 1: Name of Corporation: Official corporate name complying with state requirements

2. Article 2: Registered Office and Agent: Official address and registered agent information

3. Article 3: Purpose: Statement of corporate purpose and permitted activities

4. Article 4: Duration: Period of corporate existence (usually perpetual)

5. Article 5: Capital Stock: Authorized shares and classes of stock

6. Article 6: Initial Directors: Names and addresses of initial board members

7. Article 7: Incorporator: Name and signature of person(s) forming the corporation

What sections are optional to include in a Articles Of Organization For Corporation?

1. Article on Preemptive Rights: Additional article specifying shareholders' rights to purchase new stock issues before they are offered to non-shareholders

2. Article on Limited Liability: Additional article explicitly stating the limitations of shareholder liability beyond their investment

3. Article on Corporate Powers: Additional article detailing specific powers granted to the corporation beyond standard statutory powers

What schedules should be included in a Articles Of Organization For Corporation?

1. Schedule A: Initial Shareholders: Detailed list of initial shareholders and their respective stock holdings

2. Schedule B: Share Transfer Restrictions: Specific details regarding any restrictions on the transfer of shares

3. Appendix 1: Corporate Bylaws: Initial corporate bylaws that govern the internal management of the corporation

4. Appendix 2: Stock Certificate Forms: Templates and forms for stock certificates to be issued by the corporation

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: Individual state legislation governing corporation formation and operation (e.g., Delaware General Corporation Law, California Corporations Code). These laws specify state-specific requirements for Articles of Organization/Incorporation.

Internal Revenue Code: Federal tax legislation that governs corporate taxation, including requirements for different corporate tax structures (C-Corporation vs S-Corporation).

Securities Acts: Securities Act of 1933 and Securities Exchange Act of 1934 - Federal laws governing the issuance and trading of corporate securities and shares.

Sarbanes-Oxley Act: Federal legislation establishing requirements for public company boards, management, and accounting firms, relevant if planning to become publicly traded.

State Filing Requirements: Specific state-mandated procedures and documentation required for corporate registration, including naming restrictions, registered agent requirements, and minimum capital requirements.

Industry Regulations: Sector-specific regulations that may affect corporate structure, including special licensing requirements and industry-specific corporate governance rules.

State Tax Requirements: State-specific tax obligations and requirements for corporations operating within the state's jurisdiction.

Federal Tax Elections: Requirements and procedures for selecting corporate tax status (S-Corporation vs. C-Corporation) at the federal level.

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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