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Close Corporation Articles Of Incorporation for the United States

Close Corporation Articles Of Incorporation Template for United States

Articles of Incorporation for a close corporation is a formal legal document filed with the state government to establish a corporation with specific restrictions on stock transfer and ownership. In the United States, this document creates a specialized form of corporation typically used for small, privately held companies where shareholders desire to maintain tight control over ownership and management. It includes specific provisions for stock transfer restrictions, shareholder management rights, and often eliminates traditional corporate formalities.

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Close Corporation Articles Of Incorporation

Let tiktok成人版's market-leading legal AI identify missing terms, unusual language, compliance issues and more - in just seconds.

What is a Close Corporation Articles Of Incorporation?

Close Corporation Articles of Incorporation are essential when forming a tightly-held business entity in the United States that desires to maintain strict control over ownership and simplified corporate governance. This document is particularly useful for family businesses, professional practices, and small companies where shareholders want to maintain close relationships and prevent outside ownership. The articles typically include provisions for stock transfer restrictions, simplified management structures, and often allow shareholders to manage the business directly without a board of directors. This type of corporation offers greater flexibility in management while maintaining the liability protection of a traditional corporation.

What sections should be included in a Close Corporation Articles Of Incorporation?

1. Article I - Name and Purpose: Corporate name and primary business purpose

2. Article II - Registered Office and Agent: Official address and registered agent details

3. Article III - Capital Stock: Authorized shares, classes of stock, and par value

4. Article IV - Close Corporation Status: Declaration of close corporation status and related restrictions

5. Article V - Board of Directors: Initial directors and governance structure

What sections are optional to include in a Close Corporation Articles Of Incorporation?

1. Article VI - Preemptive Rights: Rights of existing shareholders to purchase new stock issues. Include when shareholders want protection against dilution.

2. Article VII - Share Transfer Restrictions: Detailed restrictions on stock transfers. Include when additional transfer restrictions beyond statutory requirements are needed.

3. Article VIII - Shareholder Management: Provisions for direct shareholder management. Include when eliminating board of directors.

What schedules should be included in a Close Corporation Articles Of Incorporation?

1. Schedule A - Initial Shareholders: List of initial shareholders and their stock holdings

2. Schedule B - Stock Transfer Procedures: Detailed procedures for transferring shares

3. Appendix A - Shareholder Agreement: Supplementary agreement governing shareholder relations

4. Appendix B - Corporate Bylaws: Detailed operational rules of the corporation

Authors

Alex Denne

Head of Growth (Open Source Law) @ tiktok成人版 | 3 x UCL-Certified in Contract Law & Drafting | 4+ Years Managing 1M+ Legal Documents | Serial Founder & Legal AI Author

Jurisdiction

United States

Cost

Free to use
Clauses


























Industries

State Corporation Laws: State-specific corporation statutes, requirements for close corporations, and state filing requirements and fees. Note that not all states recognize close corporations.

Internal Revenue Code: Federal tax legislation governing corporate taxation structure and requirements for close corporations.

Securities Exchange Act: Federal securities law that may apply, though close corporations typically have certain exemptions.

Sarbanes-Oxley Act: Federal law establishing corporate governance and financial reporting requirements, certain provisions may apply to close corporations.

State Secretary of State Requirements: Specific filing, reporting, and compliance requirements set by each state's Secretary of State office.

Model Business Corporation Act: Framework legislation that many states base their corporate laws on, providing guidelines for corporate governance.

Securities Act of 1933: Federal law governing the issuance of securities and registration requirements, with provisions affecting close corporations.

Blue Sky Laws: State-specific securities laws regulating the offering and sale of securities to protect investors from fraudulent activities.

Rule 144: SEC rule providing restrictions and requirements for selling and transferring restricted securities, particularly relevant for close corporations.

Close Corporation Specific Provisions: Specialized legal requirements including stock transfer restrictions, shareholder management provisions, board of directors requirements, and shareholder agreements specific to close corporations.

Teams

Employer, Employee, Start Date, Job Title, Department, Location, Probationary Period, Notice Period, Salary, Overtime, Vacation Pay, Statutory Holidays, Benefits, Bonus, Expenses, Working Hours, Rest Breaks, 聽Leaves of Absence, Confidentiality, Intellectual Property, Non-Solicitation, Non-Competition, Code of Conduct, Termination, 聽Severance Pay, Governing Law, Entire Agreemen

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