State Articles of Incorporation are essential documents required when establishing a new corporation in any U.S. state. They serve as the corporation's 'birth certificate' and establish its existence as a legal entity separate from its owners. These documents must be filed with the state's Secretary of State office and typically include fundamental information about the corporation such as its name, purpose, stock structure, registered agent, and initial directors. The requirements and format vary by state, but all must comply with state-specific corporation laws and regulations. Articles of Incorporation are necessary for both profit and non-profit corporations and form the foundation for all subsequent corporate governance documents.
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1. Article I - Corporate Name: Legal name of the corporation and any required designators (e.g., Inc., Corp.)
2. Article II - Registered Office and Agent: Physical address of registered office in the state and name/address of registered agent for service of process
3. Article III - Corporate Purpose: Statement of corporate purpose and permitted business activities
4. Article IV - Capital Stock: Number and classes of authorized shares, par value, and basic rights of each class
5. Article V - Board of Directors: Initial directors, number of directors, and basic governance structure
1. Article VI - Preemptive Rights: Provisions granting existing shareholders the first right to purchase new stock issuances
2. Article VII - Cumulative Voting: Provisions allowing minority shareholders to accumulate votes for director elections
3. Article VIII - Limited Liability: Enhanced protection provisions for officers and directors beyond statutory requirements
4. Article IX - Duration: Specified duration of the corporation if not perpetual
1. Schedule A - Initial Shareholders: List of initial shareholders with their respective stock allocations and contribution details
2. Schedule B - Initial Directors: Detailed information about initial board members including names, addresses, and terms
3. Schedule C - Stock Rights and Restrictions: Detailed specifications of different stock classes, voting rights, and transfer restrictions
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