Articles of Incorporation Kit

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This kit provides tools for preparing, completing and filing your corporation's Articles of Incorporation.

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The central legal document for any corporation is the Articles of Incorporation. This form outlines 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 other 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 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.

Included 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 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 Incorporation

This Kit is for use in your state.

Among others, Articles of Incorporation includes the following provisions:
Name of Corporation
Purpose and Powers of the Corporation
Duration of Corporation
Authorization to Issue Stock
Par or No-Par Value
Preemptive Rights
This is the content of the form and is provided for your convenience. It is not necessarily what the actual form looks like and does not include the information, instructions and other materials that come with the form you would purchase. An actual sample can also be viewed by clicking on the "Sample Form" near the top left of this page.












Articles of Incorporation Packet










This Packet Includes:
1. General Information
2. Articles of Incorporation Packet





General Information
Articles of Incorporation Packet

This packet includes instructions and materials that will aid you in preparing and drafting a corporations Articles of Incorporation (also known as a Certificate of Incorporation).

The central legal document for any corporation is the Articles of Incorporation.  This form outlines 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 other 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 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.

Included 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 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 Incorporation



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 typewriter.




DISCLAIMER:

FindLegalForms, Inc. (“FLF”) is not a law firm and does not provide legal advice.  The use of these materials is not a substitute for legal advice. Only an attorney can provide legal advice.  An attorney should be consulted for all serious legal matters.  No Attorney-Client relationship is created by use of these materials.  

THESE MATERIALS ARE PROVIDED “AS-IS.  FLF DOES NOT GIVE ANY EXPRESS OR IMPLIED WARRANTIES OF MERCHANTABILITY, SUITABILITY OR COMPLETENESS FOR ANY OF THE MATERIALS FOR YOUR PARTICULAR NEEDS.  THE MATERIALS ARE USED AT YOUR OWN RISK.  IN NO EVENT WILL:  I) FLF, ITS AGENTS, PARTNERS, OR AFFILIATES; OR II) THE PROVIDERS, AUTHORS OR PUBLISHERS OF ITS MATERIALS, BE RESPONSIBLE OR LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, OR CONSEQUENTIAL DAMAGES (INCLUDING, BUT NOT LIMITED TO, PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES; LOSS OF USE, DATE OR PROFITS; OR BUSINESS INTERRUPTION) HOWEVER USED AND ON ANY THEORY OF LIABILITY, WHETHER IN CONTRACT, STRICT LIABILITY, OR TORT (INCLUDING NEGLIGENCE OR OTHERWISE) ARISING IN ANY WAY OUT OF THE USE OF THESE MATERIALS. 



Articles of Incorporation Checklist

There are a number of items that are typically required to be noted in the Articles of Incorporation. The articles may also include many other details of the corporations existence. *Please check the free state law digest for your states mandatory 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 powers 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 stockholders

?   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

?   The 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 agent
In addition, the following items may also be included at your option:

?   The terms and qualifications for board members

?   Provisions relating to the powers of 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 LEGAL 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.


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) or forms designed to specifically conform to your states specific requirements.  Just click on the applicable state link below.   *Please note that Colorado provides online registration for corporations.

State
Link
Alabama
Alaska
Arizona
Arkansas
California
Colorado*
Connecticut
Delaware
District of Columbia
Florida
Georgia
Hawaii
Idaho
Illinois
Indiana
Iowa
Kansas
Kentucky
Louisiana
Maine
Maryland
Massachusetts
Michigan
Minnesota
Mississippi
Missouri
Montana
Nebraska
Nevada
New Hampshire
New Jersey
New Mexico
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

Instructions for Completing
Articles of Incorporation


The following form contains sample clauses for preparing your Articles of Incorporation.  The sample clauses are labeled 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 labeled “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 free 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 designed to conform to your states specific requirements, please click on the appropriate link above.
 
The articles must then be properly signed.  Furthermore, many states require the articles to be notarized.  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 conflicts 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 problem, the articles will be returned with an explanation of the difficulty.  Correct the problem and re-file the articles.  If everything is in order, the business will officially be incorporated and will 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 official 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 Incorporation 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 the 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 Instructions 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 corporate 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 business 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 not 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 institution.

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 of 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 transact 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 to 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 State of ABCDEF.
 
Duration of Corporation (Mandatory)
All states allow for a perpetual duration for corporations, meaning that the corporation 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 method 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 initial 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 that 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 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 No-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 with the corporations 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 of   $_________________ .
 

Or:
 

Article 6.  This stock shall have no-par value.
 


Name of Registered Agent (Mandatory)
The registered 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 usual 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 acknowledges 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 corporation. 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 ______________________________________ , City 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 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 need 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
_______________________    ___________________________________    ______
_______________________    ___________________________________    ______
_______________________    ___________________________________    ______




Number of Directors (Mandatory)
The minimum number of directors allowed is typically one, but check the free state legal digest for your states requirement.


Article 10.  The number of 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 corporation 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 director[s] of this corporation is/are as follows:

   Name    Address
   __________________________    _______________________________________
   __________________________    _______________________________________
   __________________________    _______________________________________



Preemptive Rights (generally Optional)
Using this clause, you may include any preemptive stock rights in the articles, if desired. Preemptive 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 of 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 laws 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 Incorporation 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 preemptive rights for all stockholders.
 

Or:


Article 12.  This corporation shall have no preemptive rights for any stockholders.
 


Preferences 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 be listed in the bylaws of the corporation, if preferred.


Article 13.  The following are preferences and limitations on the common stock of this corporation: _______________________________________________________________________________________________________________________________________________________________________________________________________________________



Additional Articles (generally Optional)
This clause may be used to adopt any additional articles which may be desired.


Article 14. This corporation adopts the following additional articles:  ___________________
___________________________________________________________________________
______________________________________________________________________________________________________________________________________________________

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 registered agent to sign acknowledging his acceptance of the responsibilities of this job. This should be signed in front of a notary public.

 

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 ABCDEF.

Dated: ____________________ , 20 _____

_____________________________    _____________________________
Signature of Incorporator       Printed Name of Incorporator
_____________________________    _____________________________
Signature of Incorporator       Printed Name of Incorporator
_____________________________    _____________________________
Signature of Incorporator       Printed Name of Incorporator

I acknowledge my appointment as registered agent of this corporation and accept the appointment.

Dated: ____________________ , 20 _____

_____________________________    _____________________________
Signature of Registered Agent    Printed Name of Registered Agent

State of ____________________
County of ____________________

Before me, on ______________ , 20___ , personally appeared _________________, _________________________, 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 so for the purposes stated.

_____________________________
Signature of Notary Public

Notary Public, In and for the County of ____________________
State of ____________________
My commission expires: ____________________          Notary Seal




Sample Completed Articles of Incorporation

Articles of Incorporation of ABCXYZ Corporation

The undersigned 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 name 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 the 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.

Article 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.

Article 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 acceptance 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, in 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 years.

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    1234 Main Street, Capitol City, Superior
   John Celeste    1234 Main Street, Capitol City, Superior

Article 12. This corporation shall have preemptive rights for all shareholders.

Article 13. The following are preferences and limitations on the common stock of this corporation: none.

Article 14. This corporation adopts the following additional articles: none.

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 Superior.

Dated: June 4, 2005

Mary Celeste (signed)                                                              Mary Celeste                            
Signature of Incorporator                Printed Name of Incorporator

State of Superior
County of Inferior

Before me, on June 4, 2005, personally appeared Mary Celeste, named as the incorporator, who 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, In and for the County of Inferior
State of Superior

My commission expires: June 5, 2005             Notary Seal

I acknowledge my appointment as registered agent of this corporation and accept the appointment.

Dated: June 4, 2005

Mary Celeste (signed)                 Mary Celeste            
Signature of Registered Agent          Printed Name of Registered Agent


 



Number of Pages0
DimensionsDesigned for Letter Size (8.5" x 11")
EditableYes (.doc, .wpd and .rtf)
UsageUnlimited number of prints
Product number#29474
This is the content of the form and is provided for your convenience. It is not necessarily what the actual form looks like and does not include the information, instructions and other materials that come with the form you would purchase. An actual sample can also be viewed by clicking on the "Sample Form" near the top left of this page.












Articles of Incorporation Packet










This Packet Includes:
1. General Information
2. Articles of Incorporation Packet





General Information
Articles of Incorporation Packet

This packet includes instructions and materials that will aid you in preparing and drafting a corporations Articles of Incorporation (also known as a Certificate of Incorporation).

The central legal document for any corporation is the Articles of Incorporation.  This form outlines 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 other 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 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.

Included 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 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 Incorporation



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 typewriter.




DISCLAIMER:

FindLegalForms, Inc. (“FLF”) is not a law firm and does not provide legal advice.  The use of these materials is not a substitute for legal advice. Only an attorney can provide legal advice.  An attorney should be consulted for all serious legal matters.  No Attorney-Client relationship is created by use of these materials.  

THESE MATERIALS ARE PROVIDED “AS-IS.  FLF DOES NOT GIVE ANY EXPRESS OR IMPLIED WARRANTIES OF MERCHANTABILITY, SUITABILITY OR COMPLETENESS FOR ANY OF THE MATERIALS FOR YOUR PARTICULAR NEEDS.  THE MATERIALS ARE USED AT YOUR OWN RISK.  IN NO EVENT WILL:  I) FLF, ITS AGENTS, PARTNERS, OR AFFILIATES; OR II) THE PROVIDERS, AUTHORS OR PUBLISHERS OF ITS MATERIALS, BE RESPONSIBLE OR LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, OR CONSEQUENTIAL DAMAGES (INCLUDING, BUT NOT LIMITED TO, PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES; LOSS OF USE, DATE OR PROFITS; OR BUSINESS INTERRUPTION) HOWEVER USED AND ON ANY THEORY OF LIABILITY, WHETHER IN CONTRACT, STRICT LIABILITY, OR TORT (INCLUDING NEGLIGENCE OR OTHERWISE) ARISING IN ANY WAY OUT OF THE USE OF THESE MATERIALS. 



Articles of Incorporation Checklist

There are a number of items that are typically required to be noted in the Articles of Incorporation. The articles may also include many other details of the corporations existence. *Please check the free state law digest for your states mandatory 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 powers 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 stockholders

?   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

?   The 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 agent
In addition, the following items may also be included at your option:

?   The terms and qualifications for board members

?   Provisions relating to the powers of 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 LEGAL 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.


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) or forms designed to specifically conform to your states specific requirements.  Just click on the applicable state link below.   *Please note that Colorado provides online registration for corporations.

State
Link
Alabama
Alaska
Arizona
Arkansas
California
Colorado*
Connecticut
Delaware
District of Columbia
Florida
Georgia
Hawaii
Idaho
Illinois
Indiana
Iowa
Kansas
Kentucky
Louisiana
Maine
Maryland
Massachusetts
Michigan
Minnesota
Mississippi
Missouri
Montana
Nebraska
Nevada
New Hampshire
New Jersey
New Mexico
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

Instructions for Completing
Articles of Incorporation


The following form contains sample clauses for preparing your Articles of Incorporation.  The sample clauses are labeled 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 labeled “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 free 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 designed to conform to your states specific requirements, please click on the appropriate link above.
 
The articles must then be properly signed.  Furthermore, many states require the articles to be notarized.  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 conflicts 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 problem, the articles will be returned with an explanation of the difficulty.  Correct the problem and re-file the articles.  If everything is in order, the business will officially be incorporated and will 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 official 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 Incorporation 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 the 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 Instructions 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 corporate 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 business 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 not 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 institution.

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 of 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 transact 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 to 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 State of ABCDEF.
 
Duration of Corporation (Mandatory)
All states allow for a perpetual duration for corporations, meaning that the corporation 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 method 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 initial 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 that 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 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 No-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 with the corporations 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 of   $_________________ .
 

Or:
 

Article 6.  This stock shall have no-par value.
 


Name of Registered Agent (Mandatory)
The registered 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 usual 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 acknowledges 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 corporation. 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 ______________________________________ , City 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 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 need 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
_______________________    ___________________________________    ______
_______________________    ___________________________________    ______
_______________________    ___________________________________    ______




Number of Directors (Mandatory)
The minimum number of directors allowed is typically one, but check the free state legal digest for your states requirement.


Article 10.  The number of 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 corporation 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 director[s] of this corporation is/are as follows:

   Name    Address
   __________________________    _______________________________________
   __________________________    _______________________________________
   __________________________    _______________________________________



Preemptive Rights (generally Optional)
Using this clause, you may include any preemptive stock rights in the articles, if desired. Preemptive 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 of 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 laws 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 Incorporation 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 preemptive rights for all stockholders.
 

Or:


Article 12.  This corporation shall have no preemptive rights for any stockholders.
 


Preferences 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 be listed in the bylaws of the corporation, if preferred.


Article 13.  The following are preferences and limitations on the common stock of this corporation: _______________________________________________________________________________________________________________________________________________________________________________________________________________________



Additional Articles (generally Optional)
This clause may be used to adopt any additional articles which may be desired.


Article 14. This corporation adopts the following additional articles:  ___________________
___________________________________________________________________________
______________________________________________________________________________________________________________________________________________________

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 registered agent to sign acknowledging his acceptance of the responsibilities of this job. This should be signed in front of a notary public.

 

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 ABCDEF.

Dated: ____________________ , 20 _____

_____________________________    _____________________________
Signature of Incorporator       Printed Name of Incorporator
_____________________________    _____________________________
Signature of Incorporator       Printed Name of Incorporator
_____________________________    _____________________________
Signature of Incorporator       Printed Name of Incorporator

I acknowledge my appointment as registered agent of this corporation and accept the appointment.

Dated: ____________________ , 20 _____

_____________________________    _____________________________
Signature of Registered Agent    Printed Name of Registered Agent

State of ____________________
County of ____________________

Before me, on ______________ , 20___ , personally appeared _________________, _________________________, 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 so for the purposes stated.

_____________________________
Signature of Notary Public

Notary Public, In and for the County of ____________________
State of ____________________
My commission expires: ____________________          Notary Seal




Sample Completed Articles of Incorporation

Articles of Incorporation of ABCXYZ Corporation

The undersigned 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 name 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 the 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.

Article 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.

Article 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 acceptance 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, in 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 years.

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    1234 Main Street, Capitol City, Superior
   John Celeste    1234 Main Street, Capitol City, Superior

Article 12. This corporation shall have preemptive rights for all shareholders.

Article 13. The following are preferences and limitations on the common stock of this corporation: none.

Article 14. This corporation adopts the following additional articles: none.

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 Superior.

Dated: June 4, 2005

Mary Celeste (signed)                                                              Mary Celeste                            
Signature of Incorporator                Printed Name of Incorporator

State of Superior
County of Inferior

Before me, on June 4, 2005, personally appeared Mary Celeste, named as the incorporator, who 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, In and for the County of Inferior
State of Superior

My commission expires: June 5, 2005             Notary Seal

I acknowledge my appointment as registered agent of this corporation and accept the appointment.

Dated: June 4, 2005

Mary Celeste (signed)                 Mary Celeste            
Signature of Registered Agent          Printed Name of Registered Agent


 



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