Revised Articles Of Incorporation for the United States

Revised Articles Of Incorporation Template for United States

Revised Articles of Incorporation are formal legal documents filed with a U.S. state's Secretary of State office to modify an existing corporation's foundational document. These articles outline fundamental changes to the corporation's structure, including modifications to its name, purpose, stock structure, governance, or other core elements. The document must comply with specific state corporation laws and federal regulations, serving as the primary record of significant corporate changes.

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What is a Revised Articles Of Incorporation?

Revised Articles of Incorporation are utilized when an existing corporation needs to make fundamental changes to its structure or operations. This document is required by U.S. state law when corporations modify their original incorporation documents due to significant changes such as name changes, stock restructuring, merger preparations, or governance modifications. The revised articles must be filed with the appropriate state authority and typically require shareholder approval. They serve as an update to the original incorporation documents and must comply with both state-specific corporate laws and federal regulations.

What sections should be included in a Revised Articles Of Incorporation?

1. Article I - Name: Legal name of the corporation

2. Article II - Purpose: Statement of corporate purpose and permitted activities

3. Article III - Duration: Period of corporate existence (typically perpetual)

4. Article IV - Registered Office and Agent: Official address and registered agent information

5. Article V - Capital Stock: Authorized shares, classes of stock, and par value

6. Article VI - Board of Directors: Basic governance structure and director provisions

What sections are optional to include in a Revised Articles Of Incorporation?

1. Article VII - Preemptive Rights: Rights of existing shareholders to purchase new stock issuances (used when providing shareholders with first right to purchase new shares)

2. Article VIII - Cumulative Voting: Provisions for cumulative voting in director elections (used when allowing minority shareholders greater voting power)

3. Article IX - Limitations of Director Liability: Provisions limiting personal liability of directors (used when providing additional protection for directors)

What schedules should be included in a Revised Articles Of Incorporation?

1. Schedule A - Initial Directors: List of initial board members and their information

2. Schedule B - Share Distribution: Initial distribution of shares if applicable

3. Schedule C - Corporate Bylaws: Detailed operational rules and procedures

4. Schedule D - Incorporator Information: Details of individuals forming 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

Jurisdiction

United States

Publisher

Genie AI

Cost

Free to use
Industries

State Corporation Laws: State-specific corporation laws (e.g., Delaware General Corporation Law, California Corporations Code) that govern corporate formation, operation, and dissolution. Includes state-specific filing requirements and mandatory provisions.

Internal Revenue Code: Federal tax legislation that determines corporate tax structure, status, and obligations when forming or revising a corporation.

Securities Acts: Securities Act of 1933 and Securities Exchange Act of 1934 governing stock issuance, registration, and trading requirements for corporations planning to issue shares.

Sarbanes-Oxley Act: Federal law establishing enhanced standards for public company boards, management, and accounting firms, particularly relevant if the corporation is or plans to become publicly traded.

State Secretary Requirements: Specific requirements set by the Secretary of State office including naming conventions, filing procedures, fees, and mandatory disclosures.

Industry Regulations: Special regulatory requirements for specific industries such as banking, insurance, healthcare, or professional corporations.

Governance Rules: Legal requirements and best practices regarding stock structure, shareholder rights, board composition, officer positions, and corporate purpose statements.

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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