If you are contemplating whether or not to Incorporate, one of the most integral documents you will have to become familiar with is called the Articles of Incorporation.

Articles of Incorporation serve as the primary governing document for a corporation, and are filed with the relevant state or other regulatory agency.

(When forming a Limited Liability Company, the governing document is referred to Articles of Association.)

The requirements for what must be set forth in the Articles of Incorporation are regulated by your relevant state or governmental agency. Because these laws vary, it is best to consult an experienced Business Lawyer to determine what is required, and when is best to file.

The Articles of Incorporation include information such as:

  • Names of Incorporators (those establishing/incorporating the business)
  • Total Number of Shares
  • Number of Common and Preferred Stocks
  • Voting rights of shareholders
  • Board of Directors information
  • Officer Information
  • Purposes and Powers of the corporation
  • The registered agent
  • Manner of dissolution
As I mentioned, state laws generally govern this area of the law. There are usually stringent requirements regarding board meetings, shareholder meetings and notices and record keeping, to name a few. Failure to observe these requirements can result in a corporation placing its protected legal status at risk, thereby potentially exposing its members to personal liability. This is sometimes referred to as "piercing the corporate veil." Thus, it is important to take the filing of these documents seriously, as they begin the requirements that a legally recognized corporation must follow.

You can find a free sample Articles of Incorporation on LawInfo here. Additionally, be sure to check out LawSmart, where you can find Articles of Incorporation and several other relevant corporate filings free of charge.  LawSmart offers access to hundreds of free customizable legal forms in a wide variety of legal practice areas.

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