Articles Of Incorporation Stock Corporation Template for United States

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Key Requirements PROMPT example:

Articles Of Incorporation Stock Corporation

"I need Articles of Incorporation for a Stock Corporation to establish a Delaware-based technology startup with an initial authorization of 10 million shares of common stock and 2 million shares of preferred stock, planning to seek venture capital funding in March 2025."

Document background
Articles of Incorporation for a Stock Corporation are required when businesses want to form a corporation in the United States. This foundational document establishes the corporation's existence and defines its basic framework. It must be filed with the appropriate state authority and typically includes information about the corporation's name, purpose, stock structure, registered agent, and initial directors. The document is crucial for establishing limited liability protection, enabling the issuance of stock, and creating a separate legal entity. Different states may have varying requirements, but the basic elements remain consistent across jurisdictions.
Suggested Sections

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

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

3. Article III - Corporate Purpose: Statement of business purposes

4. Article IV - Authorized Shares: Number and classes of authorized stock

5. Article V - Directors: Initial board of directors information

6. Article VI - Incorporator: Details of person(s) forming the corporation

Optional Sections

1. Article VII - Preemptive Rights: Rights of existing shareholders to purchase new stock issues before they are offered to others

2. Article VIII - Cumulative Voting: Provisions for cumulative voting in director elections to provide minority shareholders greater voting power

3. Article IX - Limitations of Director Liability: Provisions limiting personal liability of directors to protect them from certain legal claims

Suggested Schedules

1. Schedule A - Initial Stock Subscriptions: Details of initial stock distributions and payments

2. Schedule B - Initial Directors: Complete information about initial board members including names, addresses, and qualifications

3. Schedule C - Corporate Bylaws: Detailed internal governance rules and operational procedures for the corporation

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

Relevant legal definitions
Clauses
Relevant Industries

Technology

Financial Services

Manufacturing

Retail

Healthcare

Relevant Teams

Legal

Finance

Executive Leadership

Corporate Governance

Investor Relations

Relevant Roles

Chief Executive Officer

Corporate Attorney

Chief Financial Officer

Corporate Secretary

Board Members

Industries

State Corporate Laws: State-specific corporate statutes (e.g., Delaware General Corporation Law, California Corporations Code), including filing requirements, procedures, and naming restrictions that govern corporation formation and operation.

Federal Securities Laws: Securities Act of 1933 and Securities Exchange Act of 1934, including requirements for stock issuance, registration, and SEC regulations regarding public offerings.

Internal Revenue Code: Federal tax provisions governing corporate taxation, requirements for maintaining corporate status, and tax implications of stock issuance.

Blue Sky Laws: State-specific securities laws including requirements for stock offerings and registration requirements at the state level.

Sarbanes-Oxley Act: Federal law establishing requirements for corporate governance and financial disclosure, particularly relevant if planning to become a public company.

Additional Regulatory Requirements: State-specific franchise tax laws, industry-specific regulations, and local business licensing requirements that may affect corporation operation.

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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