The Charter Certificate of Incorporation is the foundational document required when establishing a corporation in the United States. It must be filed with the appropriate state authority (typically the Secretary of State) and contains essential information about the corporation's structure, purpose, and governance. This document is crucial for businesses seeking to incorporate, as it provides legal protection, establishes the corporation as a separate entity from its owners, and defines the basic framework for corporate operations. The certificate includes details about authorized shares, corporate purpose, registered agent, and initial directors, serving as the primary reference for the corporation's legal existence.
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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: Official address and registered agent details
3. Article III - Corporate Purpose: Statement of business purpose and permitted activities
4. Article IV - Capital Stock: Authorized shares, classes, and par value
5. Article V - Board of Directors: Initial directors and board structure
1. Article VI - Preemptive Rights: Shareholders' rights to purchase new stock issuances. Include when offering shareholders first right to purchase new shares
2. Article VII - Amendments: Procedures for amending the certificate. Include when specific amendment procedures are desired
3. Article VIII - Liability Limitations: Director and officer liability protections. Include when additional protection for officers/directors is needed
1. Schedule A - Initial Shareholders: List of initial shareholders and their holdings
2. Schedule B - Stock Rights and Restrictions: Detailed terms of different stock classes
3. Appendix 1 - Initial Board Resolutions: First organizational resolutions of the board
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