The Certificate of Incorporation (Same As Articles of Incorporation) is a foundational document required when establishing a new corporation in the United States. It must be filed with the state's Secretary of State office and serves as the corporation's charter, outlining essential elements such as corporate name, purpose, stock structure, and basic governance framework. This document is crucial for creating the legal entity and provides the basic framework for corporate operations. Different states may have varying requirements, but the fundamental purpose remains consistent across jurisdictions.
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1. Article I - Corporate Name: Legal name of the corporation and any DBA names
2. Article II - Registered Office and Agent: Address of registered office and name of registered agent for service of process
3. Article III - Corporate Purpose: Statement of business purpose and permitted activities
4. Article IV - Capital Stock: Number and classes of authorized shares, par value
5. Article V - Board of Directors: Initial directors and basic governance structure
6. Article VI - Incorporator: Name and address of incorporator(s)
1. Article VII - Duration: Specified term of existence if not perpetual - include when corporation has limited duration
2. Article VIII - Preemptive Rights: Shareholders' rights to purchase new stock issuances - include when granting special rights to existing shareholders
3. Article IX - Indemnification: Protection of officers and directors - include when providing additional protection to leadership
4. Article X - Amendment Provisions: Process for amending articles - include when specific amendment procedures are desired
1. Schedule A - Initial Shareholders: List of initial shareholders and their shareholdings
2. Schedule B - Share Transfer Restrictions: Detailed restrictions on share transfers, if any
3. Schedule C - Special Rights and Restrictions: Detailed description of special share classes and their rights
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