Articles of Incorporation
ARTICLES OF INCORPORATION
PandaTip: Select your corporation name carefully because you will use it for a long time. It is well worth your time to do a little research regarding whether some other company is using the same or a similar name. This can be done by searching the Secretary of State office website for your state, and also google searches can be helpful. Its easier to work around a similar name now than after you have printed up your letterhead and business cards. Also, be sure to include “Inc.”, “Corporation,” “Corp.” or similar wording.
Article I – Name
The name of this Corporation is [CORPORATION NAME].
Article II – Purpose
The purpose of the corporation is to engage in any lawful act or activity for which a corporation may be organized under the laws of [STATE OF INCORPORATION].
The purpose of the corporation is the following: [LIST OF CORPORATE PURPOSES].
PandaTip: Alternative 1 is the commonly used language of “any lawful act or activity” because there is no requirement of more specificity in the Articles of Incorporation. If you have a limited purpose statement and later decide to do other things, you will have to incur the time and cost of preparing Amended Articles of Incorporation.
Article III – Duration
The corporation will have a perpetual existence, unless dissolved by the officers, directors or shareholders, or by operation of law.
PandaTip: Again, this is general language used in most Articles of Incorporation.
Article IV – Principal Place of Business
The principal place of business and mailing address of the corporation will be the following: [CORPORATION ADDRESS].
PandaTip: This is the address that the Secretary of State will use as a point of contact for advising you of the need to file annual reports and other important matters.
Article V – Shares Authorized
The corporation is authorized to issue one class of shares (“Common Stock”) with a total number of [NUMBER OF AUTHORIZED SHARES (WRITTEN OUT)] [NUMBER OF AUTHORIZED SHARES (IN NUMERALS)].
PandaTip: Having one class of shares in the corporation that are all treated equally for purposes of voting and other purposes is the most common approach for many small to medium-sized companies. If you think you need more than one class of shares, that is certainly an option, but that is a more complicated process and you should be using legal counsel to set it up. Even if you only have one or two shareholders, authorize 10,000, 20,000, or even 100,000 shares so there is room enough for dividing up portions of the business or later bringing in new shareholders.
Article VI – Registered Agent for Service of Process
The name and address in the State of [STATE OF INCORPORATION] of the corporation’s initial agent for service of process is: [REGISTERED AGENT NAME], [REGISTERED AGENT ADDRESS].
PandaTip: A registered agent for service of process in the point of contact within the state where the corporation is incorporated where someone can serve a summons and complaint (notice of a lawsuit). Make sure the person you list is reliable and competent to handle this important obligation for the corporation.
Article VII – Board of Directors
The corporation will have [NUMBER OF DIRECTORS] elected from time to time by the shareholders according to the Bylaws of the corporation. The initial Board of Directors will consist of the following:
[BOARD MEMBER NAME 1]
[BOARD MEMBER NAME 2]
[BOARD MEMBER NAME 3]
[BOARD MEMBER NAME 4]
[BOARD MEMBER NAME 5]
The liability of the directors of the corporation for money damages will be limited to the fullest extent allowed under the laws of the State of [STATE OF INCORPORATION] and the corporation is permitted to indemnify the directors for breach of duties to the extent permitted under State law.
PandaTip: This is common language that protects directors in case someone (often a shareholder) accused them of some improper action in office. State laws often specify the extent of such liability protection and indemnification; this language just ensures the maximum legally permissible protection for them.
DATED: [SIGNATURE DATE]
[INCORPORATOR NAME], Incorporator
PandaTip: The Incorporator does not need to be one of the shareholders or directors.