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Sample Articles of Incorporation Form and Instructions

 

Note: The free articles of incorporation form and the related information, which LegalArrow® offers below, is for general information purposes only, and is not, and should not be relied upon as legal advice. See our entire Disclaimer. This free form is a sample of articles of incorporation. You can learn what the minimum required sections of the articles of incorporation are, in general. This free form may or may not be valid in your state. You should check with your state filing office to ensure that this form meets the minimum requirements in that state. On this website you can order a professional preparation and filing of articles of incorporation, as well as many other incorporation services.

 

ARTICLES OF INCORPORATION SAMPLE


I


The name of this corporation is (Corporation Name).


II


The purpose of the corporation is to engage in any lawful act or activity for which a
corporation may be organized under the General Corporation Law of [State] other
than the banking business, the trust company business or the practice of a profession
permitted to be incorporated by the [State] Corporations Code.


III


The name and address in the State of [State] of this corporation's initial agent for
service of process is:
Name ___________________________________________________________
Address _________________________________________________________
City _________________________ State    [State]     Zip ____________


IV


This corporation is authorized to issue only one class of shares of stock and the total
number of shares which this corporation is authorized to issue is _____________ .


               (Signature of Incorporator)               
(Typed Name of Incorporator), Incorporator

 

Instructions for the Articles of Incorporation Sample

[Learn More About the Sections of the Articles of Incorporation Sample]

Note: This is general legal information intended only to inform the reader. If you need legal advice, you should hire an attorney. See entire Disclaimer.

1. Corporation Name. Write in the name of the corporation. When choosing a name for your corporation, you should consider the attributes that make a corporate name a good one: uniqueness, market appeal, appropriateness for a wide range of products and services, etc. This is not an easy task, but start with uniqueness, as this would make it unlikelier that someone else  has already taken the name. One more thing: most states require that a corporate name end with the words "Corporation", "Incorporated" or an abbreviation of these words, "Corp." , "Inc." Do not forget this important detail. Example: FlexOne, Inc.

2. Incorporation Purpose and State. Generally, you can incorporate three types of corporations. Most entrepreneurs are in business to make a profit. If you are one of them, and you are not a professional (see below), you are probably looking to create a general for-profit corporation. This articles of incorporation sample refers to such corporation.

You can also incorporate for non-profit purposes under special IRS and state rules. Generally the entity must be organized to meet a public interest in education, science, charity, religion, etc. The articles of incorporation for a non-profit corporation contain specific language, which indicates that the corporation is organized for non-profit purposes.

If you are a professional (e.g., doctor, lawyer, accountant, architect, engineer), most states require you to incorporate under special rules applicable to professionals and professional corporations. Specific language in the articles of incorporation is generally required to indicate that the corporation is a professional corporation.

Write in the state where you want to incorporate your business. The laws are different among the states. For example, some states offer better tax arrangements while others may offer less restrictive operational or reporting requirements. However, it is clearly much easier to operate a small business that is incorporated in the state where the business' main activity is. This is probably why most people incorporate their small businesses in the state where the business is located.

3. Corporation Registered Agent. The registered agent is a person authorized and required by law to receive legal papers from the state or third parties on behalf of your corporation. The address listed here must be in the state of incorporation. Most people would name an initial director or officer of the corporation as registered agent, and would list the corporation's business address as the registered agent's address.

4. Authorization of Shares. You have to indicate here the number of common stock shares the articles of incorporation would initially authorize. In some states the filing fee depends on the number of shares initially authorized in the articles. Thus, the number 1,000 is suggested here for the purpose of minimizing state filing fees. Please note that if the corporation will want to authorize more shares in the future, the articles of incorporation can be amended on that regard. You can change the suggested number here if you wish.

Some states also require that the par value of the shares, if any, be indicated in the articles of incorporation. The par value is not the real value of the shares; it is just a value stated in the articles, which has less and less significance in today's financial marketplace. Please note that this sample authorizes only one category of stock - common stock, which is usual for small businesses; it is also an IRS requirement if you want to apply for S-Corporation status. If you would like to authorize more categories of stock you can do so. Otherwise, please remember that you can amend your corporation articles later when the need arises.

5. Incorporator. This is the person who signs the articles of incorporation. Generally, the incorporator does not need to be a shareholder, director or officer of the corporation. However, by signing the articles of incorporation, the incorporator certifies that what is stated in the articles of incorporation is true and correct.

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