A Certificate of Incorporation Template is a crucial legal document required when establishing a corporation in the United States. It must be filed with the appropriate state authority and serves as the foundation for the corporation's existence. The document includes essential information such as the corporation's name, purpose, stock structure, registered agent, and initial directors. It's typically used when founding a new corporation or converting an existing business into a corporate structure. The specific requirements and format vary by state, but all must comply with state corporation laws and regulations. This document is permanent and public, though it can be amended through proper legal procedures.
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1. Article I - Corporate Name: States the legal name of the corporation and any DBA (doing business as) names
2. Article II - Registered Office and Agent: Specifies the physical address of the registered office and the name of the registered agent for service of process
3. Article III - Corporate Purpose: Describes the nature of business and purposes for which the corporation is organized
4. Article IV - Capital Stock: Details the authorized shares, classes of stock, par value, and rights attached to different classes of shares
5. Article V - Board of Directors: Establishes the initial board of directors and basic governance structure
6. Article VI - Incorporator: Identifies the name and address of the person(s) forming the corporation
1. Article VII - Preemptive Rights: Optional provisions regarding rights of existing shareholders to maintain their ownership percentage in future stock issuances
2. Article VIII - Limitations of Director Liability: Optional provisions limiting personal liability of directors to the extent permitted by law
3. Article IX - Amendment Provisions: Optional specific procedures for amending the certificate of incorporation
4. Article X - Corporate Powers: Optional detailed enumeration of specific corporate powers beyond the standard statutory powers
1. Schedule A - Initial Stockholders: List of initial stockholders with their respective shareholdings and contact information
2. Schedule B - Initial Directors: Detailed information about initial board members including their qualifications and contact details
3. Schedule C - Stock Rights and Restrictions: Detailed description of stock classes, voting rights, dividend rights, and transfer restrictions
4. Schedule D - State-Specific Requirements: Additional information required by the specific state where incorporation is taking place
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