Articles of Incorporation, also known as the Certificate of Incorporation or Corporate Charter, are documents filed with a governmental body to document a corporation's creation. This is a key document that establishes the existence of a new corporation, whether it's a profit-oriented business, a nonprofit organization, or a professional corporation.
The contents of the Articles of Incorporation can vary depending on the jurisdiction and type of corporation, but they typically include:
Name of the Corporation: This is the legal name under which the corporation will operate. It must be unique and not be confusingly similar to any existing corporation in the same jurisdiction.
Purpose of the Corporation: This section outlines the reason for the corporation's formation. Some jurisdictions allow a broad or general purpose ("any lawful purpose"), while others require a more specific meaning.
Duration of the Corporation: A specific term of existence can be noted if the corporation is not intended to exist perpetually. However, most corporations are set up to exist indefinitely.
Type of Corporation: The articles may need to specify whether it's a for-profit, nonprofit, or professional corporation.
Stock Information: For a stock corporation, the articles would specify the types and number of shares the corporation is authorized to issue. This section may also provide information on different classes of stock and their respective voting rights.
Registered Agent and Office: The name and address of the corporation's registered agent (the person designated to receive official legal and governmental documents) and the location of the corporation's principal office.
Names and Addresses of Initial Directors: Some jurisdictions require the names and addresses of the initial board of directors.
Incorporator(s): The person(s) responsible for executing the articles. This can be an individual, a group of individuals, or a business entity.
Once the Articles of Incorporation are filed and approved by the appropriate government department (often the Secretary of State in the U.S.), the corporation is legally recognized as a separate entity from its owners (shareholders). This provides the owners limited liability protection, as their assets are separate from the corporation.
Remember that the exact requirements for the Articles of Incorporation can vary by jurisdiction, so it's always advisable to consult with a legal professional or an expert in business formation to ensure you're meeting all the legal requirements.
Published: Sep 26, 2023
Updated: Jul 5, 2023
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