Official Articles of Incorporation are required when establishing a new corporation in any U.S. state. They serve as the founding document that brings the corporation into legal existence and provides essential information about its structure and governance. The document must be filed with the appropriate state authority (typically the Secretary of State) and must include specific information required by state law, such as corporate name, registered agent, purpose, and stock structure. These articles form the foundation for all corporate activities and are referenced throughout the corporation's lifetime for governance matters.
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1. Article I - Corporate Name: Legal name of the corporation and any required declarations regarding corporate identity
2. Article II - Registered Office and Agent: Official address of the corporation and details of the registered agent for service of process
3. Article III - Corporate Purpose: Statement of business purpose and permitted activities of the corporation
4. Article IV - Capital Stock: Details of authorized shares, classes of stock, and par value
5. Article V - Board of Directors: Initial directors and basic board structure information
1. Article VI - Preemptive Rights: Optional provisions regarding rights of existing shareholders to purchase new stock issues
2. Article VII - Shareholder Voting Rights: Special voting provisions and arrangements for different classes of stock
3. Article VIII - Corporate Powers: Specific enumeration of corporate powers beyond standard statutory powers
1. Schedule A - Initial Shareholders: Complete list of initial shareholders and their respective holdings
2. Schedule B - Initial Directors: List of initial board members with their details and positions
3. Appendix A - Stock Certificate Form: Template and specifications for stock certificates
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