New Articles of Incorporation are essential documents required when establishing a corporation in the United States. They must be filed with the Secretary of State or similar state authority where the business plans to incorporate. These articles serve as the foundation of the corporation's existence, detailing crucial information such as corporate name, purpose, stock structure, and governance framework. The document is necessary for obtaining legal recognition as a corporation, establishing limited liability protection, and enabling the entity to conduct business operations. Each state has specific requirements and regulations governing the content and filing of Articles of Incorporation.
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1. Article I: Corporate Name: Legal name of the corporation and any required designations
2. Article II: Registered Office and Agent: Address and designated registered agent information
3. Article III: Corporate Purpose: Statement of business purpose and permitted activities
4. Article IV: Stock Structure: Authorized shares, classes of stock, and par value
5. Article V: Directors: Initial board of directors and governance structure
1. Article VI: Preemptive Rights: Optional provisions granting shareholders the first right to purchase new shares before they are offered to non-shareholders
2. Article VII: Bylaws: Optional provisions regarding the adoption and amendment of corporate bylaws
3. Article VIII: Limited Liability: Optional provisions limiting the liability of directors and officers beyond statutory protections
1. Schedule A: Initial Shareholders: List of initial shareholders and their shareholdings, including share classes and numbers
2. Schedule B: Initial Directors: Detailed information about initial board members including names, addresses, and positions
3. Appendix A: Stock Certificate Form: Template for stock certificates including required state-specific language and design
4. Appendix B: Corporate Seal: Design and description of corporate seal if required by state law or corporate preference
Relevant legal definitions
Corporation
Articles of Incorporation
Board of Directors
Bylaws
Capital Stock
Common Stock
Preferred Stock
Par Value
Registered Office
Registered Agent
Incorporator
Shareholder
Authorized Shares
Issued Shares
Corporate Purpose
Corporate Seal
Fiscal Year
Preemptive Rights
Cumulative Voting
Quorum
Stock Certificate
Director
Officer
Amendment
Indemnification
Dissolution
State of Incorporation
Secretary of State
Articles of Amendment
Effective Date
Clauses
Corporate Name and Identity
Registered Office and Agent
Corporate Purpose
Stock Authorization
Share Structure
Voting Rights
Board Composition
Director Powers
Officer Appointments
Shareholder Rights
Preemptive Rights
Transfer Restrictions
Dividend Rights
Amendment Procedures
Indemnification
Liability Limitations
Dissolution Procedures
Merger Rights
Corporate Seal
Fiscal Year
Bylaw Adoption
Stock Certificate Requirements
Notice Requirements
Meeting Procedures
Quorum Requirements
Cumulative Voting
Conversion Rights
Duration of Corporation
Incorporator Declaration
Effective Date
Relevant Industries
Relevant Teams
Relevant Roles
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