Initial Articles of Incorporation are essential documents required when forming a new corporation in the United States. They must be filed with the appropriate state authority and serve as the foundation for the corporation's legal existence. These articles typically include crucial information such as the corporation's name, purpose, stock structure, registered agent, and initial directors. The document requirements vary by state jurisdiction but generally follow similar patterns. Initial Articles of Incorporation are necessary for establishing limited liability protection, enabling the corporation to conduct business, and creating the framework for corporate governance.
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1. Article I: Corporate Name: Legal name of the corporation
2. Article II: Registered Office and Agent: Address of registered office and name of registered agent
3. Article III: Purpose: Statement of corporate purpose and permitted activities
4. Article IV: Stock Structure: Authorized shares, classes of stock, and par value
5. Article V: Directors: Initial board of directors and governance structure
6. Article VI: Incorporator: Identity of person(s) forming the corporation
1. Article VII: Preemptive Rights: Rights of existing shareholders to purchase new stock issuances. Include when corporation wants to specify shareholder rights regarding new stock issues.
2. Article VIII: Limitation of Director Liability: Provisions limiting personal liability of directors. Include when corporation wants to provide additional protection for directors.
3. Article IX: Amendment Provisions: Procedures 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: Initial Directors: Detailed information about initial board members
3. Appendix 1: Corporate Bylaws: Detailed internal governance rules and procedures
Relevant legal definitions
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