S Corporation Articles Of Incorporation for the United States

S Corporation Articles Of Incorporation Template for United States

Articles of Incorporation for an S Corporation is a foundational legal document filed with the state Secretary of State's office in the United States to establish a corporation that elects to be taxed under Subchapter S of the Internal Revenue Code. This document outlines the basic structure and governance of the corporation, including its name, purpose, stock structure, and initial directors, while ensuring compliance with both state corporation laws and federal S corporation requirements.

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S Corporation Articles Of Incorporation

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What is a S Corporation Articles Of Incorporation?

S Corporation Articles of Incorporation are essential when business owners wish to form a corporation that combines the limited liability protection of a traditional corporation with the pass-through taxation benefits of a partnership. This document must comply with both state-specific corporate formation requirements and IRS regulations for S corporations, including restrictions on the number and type of shareholders, and the limitation to one class of stock. The articles serve as the corporation's charter and are typically filed when starting a new business or converting an existing entity to an S corporation structure.

What sections should be included in a S Corporation Articles Of Incorporation?

1. Article I - Name: States the official corporate name that complies with state requirements

2. Article II - Registered Office and Agent: Designates the official address and registered agent for service of process

3. Article III - Purpose: States the general business purpose of the corporation

4. Article IV - Stock: Specifies authorized shares and single class of stock requirement

5. Article V - Directors: Names initial directors and establishes board structure

6. Article VI - Incorporator: Identifies the incorporator(s) with name and address

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

1. Article VII - Bylaws: Provisions regarding adoption and amendment of bylaws

2. Article VIII - Limitation of Director Liability: Provisions limiting director liability

3. Article IX - Indemnification: Provisions for indemnifying officers and directors

What schedules should be included in a S Corporation Articles Of Incorporation?

1. Schedule A - Initial Shareholders: List of initial shareholders and their stock allocation

2. Schedule B - Initial Directors: Detailed information about initial board members

3. Form 2553: IRS Election by a Small Business Corporation form

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
Relevant legal definitions
Industries

Internal Revenue Code Section 1361-1379: Federal legislation (Subchapter S) governing S Corporation requirements, taxation, and eligibility

Securities Act of 1933: Federal law regulating the issuance of stock and securities, applicable if the S Corporation plans to issue shares

Securities Exchange Act of 1934: Federal law governing secondary trading of securities and establishing SEC reporting requirements

State Corporation Laws: State-specific legislation governing corporate formation, operation, and dissolution

State Business Corporation Acts: State-level laws detailing corporate governance, shareholder rights, and corporate responsibilities

IRS S Corporation Eligibility Requirements: Federal rules limiting shareholders to 100, requiring domestic corporation status, allowing only one class of stock, and restricting shareholder types

State Corporate Name Requirements: State-specific rules governing corporate name selection, uniqueness, and designation

Registered Agent Requirements: State laws requiring designation of a registered agent for service of process

Form 2553 Requirements: IRS form and requirements for electing S Corporation status

State Filing Requirements: State-specific incorporation forms, fees, and filing procedures required for corporate formation

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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