Secretary Of State Article Of Incorporation Template for United States

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Key Requirements PROMPT example:

Secretary Of State Article Of Incorporation

"I need to draft Secretary of State Articles of Incorporation for a Delaware-based technology startup with plans to issue both common and preferred stock, incorporating specific provisions for future venture capital investment rounds planned for March 2025."

Document background
Secretary of State Articles of Incorporation are fundamental documents required when establishing a corporation in any U.S. state. They must be filed when founders wish to create a legal corporate entity separate from themselves. The document includes crucial information about the corporation's structure, purpose, and governance, and must comply with state-specific requirements. Once approved by the Secretary of State, these articles serve as the corporation's charter and establish its existence under state law. This document is typically prepared during the initial stages of business formation and requires careful consideration of various legal and tax implications.
Suggested Sections

1. Article 1: Corporate Name: Legal name of the corporation that complies with state naming requirements

2. Article 2: Registered Agent and Office: Name and physical address of the registered agent and principal office location in the state of incorporation

3. Article 3: Purpose: General purpose of the corporation and nature of business to be conducted

4. Article 4: Stock Structure: Number and classes of authorized shares, par value, and voting rights

5. Article 5: Incorporator: Name and address of the person(s) forming the corporation

Optional Sections

1. Article: Corporate Duration: Specification of corporation duration if not perpetual existence

2. Article: Preemptive Rights: Rights of existing shareholders to maintain ownership percentage through new stock purchases

3. Article: Board Structure: Initial board composition, number of directors, and governance structure

4. Article: Corporate Powers: Specific powers and limitations of the corporation beyond standard statutory powers

Suggested Schedules

1. Schedule A: Initial Directors: List of initial board members and their contact information

2. Schedule B: Stock Distribution: Initial allocation of shares among founders and investors

3. Schedule C: Property Contributions: Detailed list of non-cash property contributed to corporation in exchange for stock

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: State-specific legislation governing corporation formation and operation, including Delaware General Corporation Law and California Corporations Code. Covers filing requirements, fees, and state-specific naming conventions.

Federal Tax Laws: Internal Revenue Code requirements, including tax classification options (C-Corp, S-Corp) and Employer Identification Number (EIN) requirements for new corporations.

Securities Laws: Securities Act of 1933, state-specific Blue Sky Laws, and SEC regulations governing the issuance and trading of corporate stocks and securities.

Industry-Specific Regulations: Special regulatory requirements for specific industries such as banking, insurance, and professional services, including any additional licensing or compliance needs.

Governance Requirements: Legal requirements for corporate governance structure, including Board of Directors composition, shareholder rights, and corporate officer designations.

Secretary of State Guidelines: State-specific requirements from the Secretary of State office regarding required content, formatting, filing procedures, and deadlines for Articles of Incorporation.

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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