Articles of Incorporation/Certificate of Formation is the foundational document required when establishing a corporation in any U.S. state. This document must be filed when founders wish to create a new corporate entity, providing protection from personal liability and establishing a formal business structure. The document includes essential information such as corporate name, purpose, stock structure, and governance framework. While requirements vary by state, all jurisdictions require this filing to legally recognize the corporation's existence and grant it the rights and responsibilities of a separate legal entity.
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1. Article I - Corporate Name and Address: Legal name of the corporation, principal office address, and registered agent details
2. Article II - Corporate Purpose: Statement of the corporation's business purpose and permitted activities
3. Article III - Duration: Statement of perpetual existence or specified duration of the corporation
4. Article IV - Capital Stock: Number and classes of authorized shares, par value, and voting rights
5. Article V - Directors: Initial board of directors, number of directors, and basic governance structure
6. Article VI - Incorporator: Name and address of the incorporator(s)
1. Article VII - Preemptive Rights: Rights of existing shareholders to maintain ownership percentage when new shares are issued
2. Article VIII - Liability Limitation: Provisions limiting director and officer liability to provide additional protection
3. Article IX - Stockholder Actions: Special provisions regarding stockholder meetings and voting procedures
1. Schedule A - Initial Stock Issuance: Details of initial stock distribution to founders/initial shareholders
2. Schedule B - Registered Agent Acceptance: Formal acceptance by registered agent to serve in this capacity
3. Appendix A - Required State-Specific Forms: Additional forms required by state of incorporation
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