State Articles Of Incorporation Template for United States

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Key Requirements PROMPT example:

State Articles Of Incorporation

"I need State Articles of Incorporation for a Delaware-based technology startup with two classes of stock (common and preferred), planning to raise venture capital funding in March 2025."

Document background
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.
Suggested Sections

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

Optional Sections

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

Suggested Schedules

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

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 Industries

Technology

Professional Services

Manufacturing

Retail

Healthcare

Relevant Teams

Legal

Finance

Executive Leadership

Corporate Governance

Administration

Relevant Roles

Chief Executive Officer

Chief Financial Officer

Corporate Attorney

Company Secretary

Founder

Industries

State Corporation Laws: State-specific corporation laws (e.g., Delaware General Corporation Law, California Corporations Code), including filing requirements, procedures, and minimum capital requirements

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

Federal Securities Laws: Securities regulations for stock issuance and corporate compliance at the federal level

FTC Regulations: Federal Trade Commission regulations affecting corporate formation and operations

Secretary of State Requirements: State-specific requirements from Secretary of State office for corporate registration and maintenance

State Tax Requirements: State-specific tax authority requirements and regulations for corporate entities

Business Licensing: Local and state business licensing requirements for corporate operations

Corporate Name Regulations: Rules and restrictions regarding corporate name selection and availability

Registered Agent Requirements: State-specific requirements for maintaining a registered agent and office

Stock Structure Requirements: Regulations governing corporate stock structure, classes, and issuance

Corporate Purpose Requirements: Rules regarding the statement of corporate purpose and permitted activities

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

Indemnification Rules: Regulations regarding corporate indemnification provisions for officers and directors

Industry-Specific Regulations: Special requirements for regulated industries such as banking, insurance, and professional corporations

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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