The Certificate of Registration and Certificate of Incorporation is a fundamental document required when establishing a corporation in the United States. This document is essential for any business seeking to operate as a corporation, as it provides legal recognition of the entity's existence and limited liability status. The certificate is issued by the state government where the corporation is formed and includes crucial information about the company's structure, purpose, and authorized shares. It serves as the primary evidence of the company's legal status and is often required for opening bank accounts, obtaining licenses, and engaging in business transactions.
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1. Certificate Header: State name and official certification statement from Secretary of State
2. Corporate Name: Official registered name of the corporation including any required corporate designators
3. Registered Office: Official address and registered agent information for service of process
4. Purpose Statement: General or specific purpose of the corporation and nature of business
5. Share Structure: Details of authorized shares, share classes, and par value
6. Incorporator Information: Names, addresses, and signatures of incorporators
1. Duration: Specified term of existence if not perpetual (only needed for corporations with limited duration)
2. Initial Directors: Names and addresses of initial board members (optional in some states)
3. Additional Provisions: Special corporate provisions, restrictions, or governance rules specific to the corporation
1. Schedule A - Share Structure Details: Detailed breakdown of share classes, rights, preferences, and restrictions
2. Schedule B - Initial Shareholders: List of initial shareholders, their contact information and shareholdings
3. Schedule C - Corporate Bylaws: Initial corporate bylaws establishing governance rules and procedures
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