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Pennsylvania 2 orporation and accept the appointment. Dated: June 4, 2005 Mary Celeste (signed) Signature of Registered Agent Mary Celeste Printed Name of Registered Agent Sample Completed Articles of Incorporationn and for the County of Inferior State of Superior My commission expires: June 5, 2005 Notary Seal Mary Celeste Printed Name of Incorporator I acknowledge my appointment as registered agent of this cho is known to me to be the person who subscribed her name to this document, and acknowledged that she did so for the purposes stated. Andrea Doria (signed) Signature of Notary Public Notary Public, Iior. Dated: June 4, 2005 Mary Celeste (signed) Signature of Incorporator State of Superior County of Inferior Before me, on June 4, 2005, personally appeared Mary Celeste, named as the incorporator, wnone. I certify that all of the facts stated in these Articles of Incorporation are true and correct and are made for the purpose of forming a business corporation under the laws of the State of Superg are preferences and limitations on the common stock of this corporation: none. Sample Completed Articles of Incorporation 1 Article 14. This corporation adopts the following additional articles: ohn Celeste 1234 Main Street, Capitol City, Superior 1234 Main Street, Capitol City, Superior Article 12. This corporation shall have preemptive rights for all shareholders. Article 13. The followinyears. Article 10. The number of directors of this corporation is two (2). Article 11. The names and addresses of the initial directors of this corporation are as follows: Name Address Mary Celeste Jin the County of Inferior, State of Superior. Article 9. The name, address, and age of the incorporator of this corporation is Mary Celeste, 1234 Main Street, Capitol City, Inferior, Superior, age 25 ce of the responsibilities as registered agent of this corporation. Article 8. The initial address of the office of the registered agent of this corporation is 1234 Main Street, City of Capitol City, icle 6. This stock shall have no-par value. Article 7. The initial registered agent of this corporation is Mary Celeste. By her signature at the end of this document, this person acknowledges acceptane 4. The total amount of initial capitalization of this corporation is $1,000.00. Article 5. The total number of shares of common capital stock that this corporation is authorized to issue is 100. Art laws of the State of Superior, and to have all powers that are afforded to corporations under the laws of the State of Superior. Article 3. The duration of this corporation shall be perpetual. Articlme of the corporation is ABCXYZ Corporation. Article 2. The purpose for which this corporation is organized is to transact any and all lawful business for which corporations may be organized under thesigned person, acting as incorporator for the purpose of forming a stock business corporation under the laws of the State of Superior, adopts the following Articles of Incorporation: Article 1. The na____________________ Notary Seal Sample Clauses and Instructions for Articles of Incorporation 6 Sample Completed Articles of Incorporation Articles of Incorporation of ABCXYZ Corporation The under so for the purposes stated. _____________________________ Signature of Notary Public Notary Public, In and for the County of ____________________ State of ____________________ My commission expires: _______________, and __________________________ , named as the incorporators, who are known to me to be the person who subscribed his or her names to this document, and acknowledged that he or she did Registered Agent Printed Name of Registered Agent State of ____________________ County of ____________________ Before me, on ______________ , 20___ , personally appeared _________________, __________ledge my appointment as registered agent of this corporation and accept the appointment. Dated: ____________________ , 20 _____ _____________________________ _____________________________ Signature of Incorporator _____________________________ Printed Name of Incorporator _____________________________ Printed Name of Incorporator _____________________________ Printed Name of Incorporator I acknowBCDEF. Dated: ____________________ , 20 _____ _____________________________ Signature of Incorporator _____________________________ Signature of Incorporator _____________________________ Signature ofation 5 I certify that all of the facts stated in these Articles of Incorporation are true and correct and are made for the purpose of forming a business corporation under the laws of the State of A registered agent to sign acknowledging his acceptance of the responsibilities of this job. This should be signed in front of a notary public. Sample Clauses and Instructions for Articles of Incorpor_______________ Closing and Signatures (Mandatory) This clause provides a statement certifying that the facts as stated in the Articles of Incorporation are true and correct. It also provides for the_______________________________________________________________ ___________________________________________________________________________ ____________________________________________________________erally Optional) This clause may be used to adopt any additional articles which may be desired. Article 14. This corporation adopts the following additional articles: ___________________ __________________________________ ___________________________________________________________________________ ___________________________________________________________________________ Additional Articles (gene listed in the bylaws of the corporation, if preferred. Article 13. The following are preferences and limitations on the common stock of this corporation: ___________________________________________ and Limitations on Stock (generally Optional) In this clause, any voting preferences or limitations on transfers or other rights or restrictions on stock can be listed. This information may instead bive rights for all stockholders. Or: Article 12. This corporation shall have no preemptive rights for any stockholders. Sample Clauses and Instructions for Articles of Incorporation 4 Preferencesn specifically state that they do. The best method of dealing with this issue is to include one of the following clauses which fits your circumstances. Article 12. This corporation shall have preemptws of some states, preemptive rights exist unless the Articles of Incorporation specifically state that they do not. In other states, preemptive rights do not exist unless the Articles of Incorporatiof the new shares based on their current percentage of ownership. This prevents their ownership percentage from being watered down by the authorization and issuance of new shares of stock. Under the laptive rights are like a right of first refusal. If a corporation proposes to authorize new shares of stock, preemptive rights allow current stockholders the right to acquire an equivalent percentage o______________________ _______________________________________ Preemptive Rights (generally Optional) Using this clause, you may include any preemptive stock rights in the articles, if desired. Preemrector[s] of this corporation is/are as follows: Name __________________________ __________________________ __________________________ Address _______________________________________ _________________ration until the first meeting of the stockholders of the corporation either elect or replace these directors. Directors may be nonresidents. Article 11. The name[s] and address[es] of the initial directors of this corporation is ___________ . Name[s] and Address[es] of Initial Director[s] (Mandatory) This clause provides for the name and address of the initial director or directors of the corporporation 3 Number of Directors (Mandatory) The minimum number of directors allowed is typically one, but check the free state legal digest for your state's requirement. Article 10. The number of di_____ ______ _______________________ ___________________________________ ______ _______________________ ___________________________________ ______ Sample Clauses and Instructions for Articles of Inconeed not be state residents. Article 9. The name[s], address[es], and age[s] of the incorporator[s] of this corporation is/are: Name Address Age _______________________ ______________________________ or persons who are filing for incorporation. The minimum age requirement for incorporating a business is generally 18. In many states, Incorporators may be persons, partnerships or corporations, and of ____________________ , in the County of _________________ , State of _________________ . Name[s], Address[es], and Age[s] of Incorporator[s] (Mandatory) This is the name and address of the person. It may not be a post office box or other unmanned location. Article 8. The initial address of the office of the registered agent of this corporation is ______________________________________ , Cityledges acceptance of the responsibilities as registered agent of this corporation. Address of Registered Agent (Mandatory) This address must be an actual place, usually the offices of the corporational choice is the main owner of the corporation. Article 7. The initial registered agent of this corporation is _______________. By his or her signature at the end of this document, this person acknowstered agent for a corporation is the person upon whom service of process (summons, subpoena, etc.) can be served. This person must be an adult who is a resident of the state of incorporation. The usu par value of $_________________ . Or: Sample Clauses and Instructions for Articles of Incorporation 2 Article 6. This stock shall have no-par value. Name of Registered Agent (Mandatory) The regi with the corporation's accountant if you have questions regarding this item. Choose the clause for Article 6 which is appropriate for your state and circumstances. Article 6. This stock shall have a-Par Value (Optional) This refers to the arbitrary value that has been assigned to your shares of stock. It does not refer to the actual purchase price required for the shares of stock. Please consult the number of shares that are authorized to be issued. Article 5. The total number of shares of common capital stock that this corporation is authorized to issue is ____________________ . Par or Noat will be issued is a business determination. There is no specific reason that the number of shares should be large. In fact, in some states the amount of fees charged for incorporation is based upon basis for operating the corporation. Article 4. The total amount of initial capitalization of this corporation is $_______. Authorization to Issue Stock (Mandatory) The number of shares of stock thd to dissolve a corporation. Article 3. The duration of this corporation shall be perpetual. Minimum Capitalization (Optional) This clause refers to the amount of capital which will form the initialration can continue in existence forever. Unless there is a specific business reason to indicate otherwise, this is generally the safest choice. A limited duration statement is not an acceptable methoate of ABCDEF. Sample Clauses and Instructions for Articles of Incorporation 1 Duration of Corporation (Mandatory) All states allow for a perpetual duration for corporations, meaning that the corpoto transact any and all lawful business for which corporations may be organized under the laws of the State of ABCDEF, and to have all powers that are afforded to corporations under the laws of the Stt any and all lawful business for which corporations may be incorporated under the Business Corporation Act of the State of ABCDEF." Article 2. The purpose for which this corporation is organized is f one of these words. Article 1. The name of the corporation is ____________________ . Purpose and Powers of the Corporation (Mandatory) Most states allow a general statement of purpose: "to transactution. Finally, it must generally contain an indication that the business is a corporation. In most states, the name must include either the word "Corporation" or "Incorporated," or an abbreviation ot be confusingly similar to any other business name in use within your state. In addition, it should not contain any terms which might lead people to believe that it is a government or financial instiusiness corporation under the laws of the State of ABCDEF, adopt(s) the following Articles of Incorporation: Name of Corporation (Mandatory) The name of the corporation should be unique. It should note designation (see below under "Name of Corporation"). Articles of Incorporation of ________________________ The undersigned person(s), acting as incorporator(s) for the purpose of forming a stock bons for Articles of Incorporation Title and Introduction (Mandatory) Check with your state corporation department for any changes to this clause. The name of the corporation should include the corporathe payment of a fee. For these reasons, it is often a good idea to put only those items in the original articles that are unlikely to require changes in the near future. Sample Clauses and Instructition can be amended at any time. However, this generally requires a formal filing with the state and the issuance of a Certificate of Amendment of Articles of Incorporation. It also normally requires icial Certificate of Filing, Certificate of Good Standing, or other type of certificate and pay a fee for this record. Check with your state corporation department. Note that the Articles of Incorporal be able to begin to conduct business as a corporate entity. Some states have different procedures for indicating the beginning existence of a corporation. For example, you may need to request an offoblem, the articles will be returned with an explanation of the difficulty. Correct the problem and refile the articles. If everything is in order, the business will officially be incorporated and wil with the names of any other registered corporations. They will also check to be certain that all the statutory requirements have been fulfilled and that the proper fee has been paid. If there is a przed. The signed Articles of Incorporation and the proper fee should be sent to the proper state office. Upon receipt, the state corporation department will check for duplication or confusing conflictsgned to conform to your state's specific requirements, please click on the appropriate link above. The articles must then be properly signed. Furthermore, many states require the articles to be notari legal digest provided above to be certain that you have included all of the necessary information for your state. For a copy of the state supplied form of the Articles of Incorporation or a form desiabeled "optional" are those provisions that are generally considered optional in most states. You should check any information that you have received from the state corporation department and the freed as either mandatory or optional. An explanation is also provided for each clause. The provisions labeled "mandatory" are those provisions that are generally required by most states. The provisions lIncorporation Checklist 2 Instructions for Completing Articles of Incorporation The following form contains sample clauses for preparing your Articles of Incorporation. The sample clauses are labeleCORP/ARTINC-WA.pdf http://www.findlegalforms.com/public/CORP/ARTINC-WV.pdf http://www.findlegalforms.com/public/CORP/ARTINC-WI.pdf http://www.findlegalforms.com/public/CORP/ARTINC-WY.pdf Articles of //www.findlegalforms.com/public/CORP/ARTINC-UT.pdf http://www.findlegalforms.com/public/CORP/ARTINC-VT.pdf http://www.findlegalforms.com/public/CORP/ARTINC-VA.pdf http://www.findlegalforms.com/public//public/CORP/ARTINC-SC.pdf http://www.findlegalforms.com/public/CORP/ARTINC-SD.pdf http://www.findlegalforms.com/public/CORP/ARTINC-TN.pdf http://www.findlegalforms.com/public/CORP/ARTINC-TX.pdf http: http://www.findlegalforms.com/public/CORP/ARTINC-PA1.pdf http://www.findlegalforms.com/public/CORP/ARTINC-PA2.pdf http://www.findlegalforms.com/public/CORP/ARTINC-RI.pdf http://www.findlegalforms.comexico New York North Carolina North Dakota Ohio Oklahoma Oregon Pennsylvania Rhode Island South Carolina South Dakota Tennessee Texas Utah Vermont Virginia Washington West Virginia Wisconsin Wyoming /ARTINC-OR.pdf Hawaii Idaho Illinois Indiana Iowa Kansas Kentucky Louisiana Maine Maryland Massachusetts Michigan Minnesota Mississippi Missouri Montana Nebraska Nevada New Hampshire New Jersey New Mwww.findlegalforms.com/public/CORP/ARTINC-NDpdf http://www.findlegalforms.com/public/CORP/ARTINC-OHpdf http://www.findlegalforms.com/public/CORP/ARTINC-OK.pdf http://www.findlegalforms.com/public/CORPublic/CORP/ARTINC-NJ.pdf http://www.findlegalforms.com/public/CORP/ARTINC-NM.pdf http://www.findlegalforms.com/public/CORP/ARTINC-NY.pdf http://www.findlegalforms.com/public/CORP/ARTINC-NC.pdf http:// http://www.findlegalforms.com/public/CORP/ARTINC-NE.pdf http://www.findlegalforms.com/public/CORP/ARTINC-NV.pdf http://www.findlegalforms.com/public/CORP/ARTINC-NH.pdf http://www.findlegalforms.com/pms.com/public/CORP/ARTINC-MN.pdf http://www.findlegalforms.com/public/CORP/ARTINC-MS.pdf http://www.findlegalforms.com/public/CORP/ARTINC-MO.pdf http://www.findlegalforms.com/public/CORP/ARTINC-MT.pdfC-ME.pdf http://www.findlegalforms.com/public/CORP/ARTINC-MD.pdf http://www.findlegalforms.com/public/CORP/ARTINC-MA.pdf http://www.findlegalforms.com/public/CORP/ARTINC-MI.pdf http://www.findlegalforlegalforms.com/public/CORP/ARTINC-KS.pdf http://www.findlegalforms.com/public/CORP/ARTINC-KY.pdf http://www.findlegalforms.com/public/CORP/ARTINC-LA.pdf http://www.findlegalforms.com/public/CORP/ARTINRP/ARTINC-ID.pdf http://www.findlegalforms.com/public/CORP/ARTINC-IL.pdf http://www.findlegalforms.com/public/CORP/ARTINC-IN.pdf http://www.findlegalforms.com/public/CORP/ARTINC-IA.pdf http://www.findw.findlegalforms.com/public/CORP/ARTINC-GA2.pdf http://www.findlegalforms.com/public/CORP/ARTINC-GA3.pdf http://www.findlegalforms.com/public/CORP/ARTINC-HI.pdf http://www.findlegalforms.com/public/COic/CORP/ARTINC-DE.pdf http://www.findlegalforms.com/public/CORP/ARTINC-DC.pdf http://www.findlegalforms.com/public/CORP/ARTINC-FL.pdf http://www.findlegalforms.com/public/CORP/ARTINC-GA1.pdf http://ww1.pdf http://www.findlegalforms.com/public/CORP/ARTINC-CA2.pdf Click here to link to Colorado's state website http://www.findlegalforms.com/public/CORP/ARTINC-CT.pdf http://www.findlegalforms.com/publlforms.com/public/CORP/ARTINC-AK.pdf http://www.findlegalforms.com/public/CORP/ARTINC-AZ.pdf http://www.findlegalforms.com/public/CORP/ARTINC-AR.pdf http://www.findlegalforms.com/public/CORP/ARTINC-CAs. State Alabama Alaska Arizona Arkansas California Colorado* Connecticut Delaware District of Columbia Florida Georgia Link http://www.findlegalforms.com/public/CORP/ARTINC-AL.pdf http://www.findlega or forms designed to specifically conform to your state's specific requirements. Just click on the applicable state link below. *Please note that Colorado provides online registration for corporation Articles of Incorporation Checklist 2 STATE SUPPLIED FORM OF ARTICLES OF INCORPORATION: You can download state supplied forms (which we have altered so that you can complete them on your computer)EGAL DIGEST: You can view a free legal digest which will provide additional information and state specific requirements (e.g. minimum member requirements, naming requirements, etc.) by clicking here.f the directors, officers, or stockholders Designation of different classes of stock Additional articles Preemptive or cumulative voting rights Voting and other rights or restrictions on stock FREE Lt Articles of Incorporation Checklist In addition, the following items may also be included at your option: The terms and qualifications for board members Provisions relating to the powers oe name, address, and age of each incorporator The number of directors The names and addresses of the initial board of directors The signatures of the incorporators The signature of the registered agenckholders Par value or no-par value for shares of stock (optional in ABCDEF) The name of the registered agent of the corporation The address of the office of the registered agent of the corporation Thrs of the corporation The duration of the corporation The amount of initial capital of corporation (optional in ABCDEF) The number of shares of stock that the corporation is authorized to issue to stotory provisions by clicking here. The mandatory details for Articles of Incorporation under most state laws are: Title and introduction The name of the corporation The purpose and powey required to be noted in the Articles of Incorporation. The articles may also include many other details of the corporation's existence. *Please check the free state law digest for your state's mandaising in any way out of the use of these materials. An attorney should be consulted for all serious legal matters. 2 Articles of Incorporation Checklist There are a number of items that are typicallservices; loss of use, data, or profits; or business interruption) however caused and on any theory of liability, whether in contract, strict liability, or tort (including negligence or otherwise) arpublishers of the forms, be responsible or liable for any direct, indirect, incidental, special, exemplary, or consequential damages (including, but not limited to, procurement of substitute goods or ny of the materials for your particular needs. The materials are used at your own risk. In no event will: i) FindLegalForms, Inc, its agents, partners, or affiliates, or ii) the providers, authors or "Disclaimers and Terms of Use" found at findlegalforms.com. These materials are provided "AS-IS." We do not give any express or implied warranties of merchantability, suitability or completeness for aewriter. Disclaimer No Attorney-Client relationship is created by use of these materials. FindLegalForms, Inc. does not provide legal advice. The purchase and use of these materials is subject to the poration Some of the above forms may be in Adobe Acrobat PDF format. You will need a free Adobe Acrobat Viewer to view and use them. PDF forms usually have to be either filled out by hand or on a typate specific forms or forms designed to conform to state specific requirements Instructions for completing Articles of Incorporation Sample Clauses with Instructions Completed Sample Articles of Incorncluded in this packet are the following items: · · · · · · Articles of Incorporation Checklist Link to a legal directory with additional state specific information regarding incorporation Links to state corporation department, the corporation officially begins its legal existence. Until the state has accepted the articles, the incorporators are not shielded from liability by the corporate form. I vital facts relating to the existence of the corporation are filed with the state by using this form. Upon filing of the Articles of Incorporation, payment of the proper fee, and acceptance by the sttlines the basic structure of the corporation and details those matters that are relevant to the public registration of the corporation. The name, purpose, owners, registered agent, address, and othering and drafting a corporation's Articles of Incorporation (also known as a Certificate of Incorporation). The central legal document for any corporation is the Articles of Incorporation. This form ouInformation Articles of Incorporation Packet Provided under agreement with copyright holder, © Nova Publishing Company 2006 This packet includes instructions and materials that will aid you in prepar Pennsylvania