Original Articles Of Incorporation Template for United States

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Key Requirements PROMPT example:

Original Articles Of Incorporation

"I need Original Articles of Incorporation for a Delaware-based technology startup with two classes of shares (common and preferred), planning to authorize 10 million shares and include strong director indemnification provisions, to be filed by March 2025."

Document background

Original Articles of Incorporation serve as the charter that legally establishes a corporation in the United States. This document is required when forming a new corporation and must be filed with the Secretary of State in the state where the business wishes to incorporate. The Articles define fundamental aspects of the corporation including its name, purpose, structure, and shares authorized. They establish the corporation's existence as a legal entity separate from its owners and provide the framework for corporate governance. The requirements and format vary by state, but all must comply with state corporation laws and relevant federal regulations.

Suggested Sections

1. Article I: Corporate Name: Legal name of the corporation

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

3. Article III: Corporate Purpose: Statement of business purpose

4. Article IV: Capital Stock: Authorized shares and classes of stock

5. Article V: Initial Directors: Names and addresses of initial board members

6. Article VI: Incorporator: Name and address of incorporator

Optional Sections

1. Article VII: Duration: Period of corporate existence if not perpetual

2. Article VIII: Preemptive Rights: Rights of shareholders to maintain ownership percentage

3. Article IX: Indemnification: Protection of directors and officers

4. Article X: Amendment Provisions: Procedures for amending articles

Suggested Schedules

1. Schedule A: Stock Classes: Detailed description of different stock classes and rights

2. Schedule B: Initial Subscribers: List of initial shareholders and their subscriptions

3. Appendix A: Corporate Bylaws: Initial corporate bylaws (if included with filing)

Authors

Alex Denne

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

Industries

State Corporation Laws: Each state has its own specific corporation laws (e.g., Delaware General Corporation Law, California Corporations Code) that must be complied with in the state of incorporation

Federal Tax Law: Internal Revenue Code requirements governing corporate structure and taxation classifications

Federal Securities Laws: Securities Act of 1933 and Securities Exchange Act of 1934 requirements for corporations planning to issue shares

State Filing Requirements: Specific documentation and filing procedures required by the Secretary of State's office in the state of incorporation

State Naming Rules: State-specific requirements and restrictions regarding corporate name selection and usage

Registered Agent Requirements: Legal requirements for maintaining a registered agent and office in the state of incorporation

Industry Regulations: Special regulatory requirements for specific industries such as banking, insurance, healthcare, and professional services

Corporate Governance Rules: Requirements for corporate structure, management, and decision-making processes

Director and Officer Requirements: State-specific requirements for initial directors and officers, including minimum numbers and qualifications

Stock Structure Requirements: Regulations governing authorized shares, classes of stock, and shareholder rights

Capitalization Requirements: State-specific rules regarding minimum capital requirements and initial stock issuance

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,  Leaves of Absence, Confidentiality, Intellectual Property, Non-Solicitation, Non-Competition, Code of Conduct, Termination,  Severance Pay, Governing Law, Entire Agreemen

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