New Articles of Incorporation are essential documents required when establishing a corporation in the United States. They must be filed with the Secretary of State or similar state authority where the business plans to incorporate. These articles serve as the foundation of the corporation's existence, detailing crucial information such as corporate name, purpose, stock structure, and governance framework. The document is necessary for obtaining legal recognition as a corporation, establishing limited liability protection, and enabling the entity to conduct business operations. Each state has specific requirements and regulations governing the content and filing of Articles of Incorporation.
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Key Requirements PROMPT example:
New Articles Of Incorporation
"I need to draft New Articles of Incorporation for a Delaware C-corporation in the technology sector, with an authorized capital of 10 million shares of common stock and 2 million shares of preferred stock, planning to seek venture capital funding in March 2025."
1. Article I: Corporate Name: Legal name of the corporation and any required designations
2. Article II: Registered Office and Agent: Address and designated registered agent information
3. Article III: Corporate Purpose: Statement of business purpose and permitted activities
4. Article IV: Stock Structure: Authorized shares, classes of stock, and par value
5. Article V: Directors: Initial board of directors and governance structure
1. Article VI: Preemptive Rights: Optional provisions granting shareholders the first right to purchase new shares before they are offered to non-shareholders
2. Article VII: Bylaws: Optional provisions regarding the adoption and amendment of corporate bylaws
3. Article VIII: Limited Liability: Optional provisions limiting the liability of directors and officers beyond statutory protections
1. Schedule A: Initial Shareholders: List of initial shareholders and their shareholdings, including share classes and numbers
2. Schedule B: Initial Directors: Detailed information about initial board members including names, addresses, and positions
3. Appendix A: Stock Certificate Form: Template for stock certificates including required state-specific language and design
4. Appendix B: Corporate Seal: Design and description of corporate seal if required by state law or corporate preference
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