Articles of Incorporation

Protect your personal assets and limit your liability by incorporating
your for-profit business.

Get Started on your Articles of Incorporation:
  1. Complete the Articles of Incorporation form below
  2. Click on “View Results” at the bottom to preview your Articles of Incorporation

LawDepot's Articles of Incorporation are ideal for:

  • Preparing Articles of Incorporation specific to the laws of your particular state;
  • Selecting the stock structure that is right for you;
  • Quickly and easily drafting a comprehensive legal document;
  • This document is intended for use by a typical business corporation only. It is not designed for use by a professional corporation such as a licensed medical, legal or accounting firm. This document is not intended for use by an LLC.
We regularly maintain this contract. Last Modified: November 2009
Articles of Incorporation Details
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Governing Law Each state has different filing and residency requirements which must be met in order to form a Corporation. You will only be asked those questions that are applicable for the jurisdiction where you wish to incorporate.
State in which the Corporation is being formed: 
Filer Information The person who files the documents and who will be contacted if there are any problems in filing these documents. Often the filer will also be one of the Incorporators of the company. (e.g. Timothy Earl Smith)
Name:
Enter the full name of the individual that will be acting as filer.
Mailing Address:
Enter the mailing address information. (e.g. 1212 West Elm Street, P.O. Box 1395 Station "C", etc.)
City:
State:
Zip Code:
Daytime Phone Number: (Optional)
E-mail Address: (Optional)
Corporation Information
Corporate Name:

Corporate Naming Requirements

  1. A corporate name must contain the word "corporation", "incorporated", or an abbreviation of one of such words.
  2. A corporate name may not contain language stating or implying that the Corporation is organized for a purpose other than that permitted by its articles of incorporation.
  3. A corporate name must not be the same as, or deceptively similar to, the corporate name of a corporation incorporated or authorized to transact business in this state.
Review the corporate naming requirements before deciding on a name for your company. Hover the mouse pointer over the green help link above.
Corporate Purpose:
Additional Guidelines:
  1. Purposes can include or be stated simply as "The transaction of any or all lawful business for which Corporations may be incorporated under this chapter."
  2. If the primary purpose of your Corporation will be to participate in: banking, insurance, credit unions, savings and loan associations, railroads, waterworks, educational purposes, utilities or other public services, THEN YOU CANNOT CONTINUE. You must consult a licensed attorney in your jurisdiction, as there are other laws which pertain to you.
Unless the Articles state otherwise all corporations have the purpose of engaging in any lawful business. If needed please indicate a more specific description of the type of business in which the corporation intends to engage. (e.g. "The Corporation is formed for the purpose of agricultural production of grain and poultry and any or all other lawful business purposes for which corporations may be formed.")

The Duration of the Corporation will be: (Optional)
Corporations can be created to last forever (perpetual) or for a limited period of time.
Select an End Date for the Corporation:
Period of Duration:
Enter a numeric value representing the number of years that the Corporation will exist: Years
Address Information
Registered Office and Registered Agent Q. What is a Registered or Resident Agent?
A. The state requires that each corporation be represented by a registered agent. This will ensure reliable communication between the corporation and the state. The agent must have a physical office within the state.
Street Address of
Registered Office:
Enter an address including street and number within Alabama. A post office box alone is not sufficient. (e.g. Suite 104, 10012-13 Street)
City:
State: Alabama
Zip Code:
Name of Registered Agent at this Registered Office:
The corporation cannot be its own registered agent.
Incorporators
Number of Incorporators:


Incorporator's Information
Name: An incorporator may be a natural person or an entity. An entity includes a corporation and foreign corporation; not-for-profit corporation; profit and not-for-profit unincorporated association; business trust, estate, partnership, trust, and two or more persons having a joint or common economic interest; or state government, the United States government, or any foreign government.
Enter the legal name of this incorporator.
Address:
(e.g. Suite 104, 10012-13 Street)
City:
State:
Zip Code:
Initial Directors
Number of Initial Directors:


Director's Information
Name:
(e.g. John A. Smith)
Address:
(e.g. Suite 104, 10012 - 13 Street)
City:
State:
Zip Code:
Authorized Capital
Aggregate number of shares the corporation is authorized to issue: It may be prudent to authorize more shares of stock than the corporation initially intends to issue. This will allow the company to issue more shares without having to file an amended Articles of Incorporation. Note that the filing fee may increase if a larger number of shares are authorized.
Aggregate authorized Shares are the total number of Shares that the corporation may distribute or issue. There is no requirement that all authorized Shares must be issued.
Share structure will be: The Basic share structure provides a single class of shares. This is the most simple structure and would be suitable for most corporate applications. The Intermediate share structure will provide two share classes. The Advanced share structure has three share classes which is suitable for more complicated corporate requirements. The custom share structure allows for up to 10 classes of shares.
Choose from the following share structures: Basic (one class), Intermediate (two classes), Advanced (three classes) and Custom (more than three classes of shares).



Class A Share Structure
Number of Class A shares: There is no minimum number of shares that must be authorized in the Articles of Incorporation. However, the Corporation may not sell more shares than it is authorized to issue.

Note that many states calculate the filing fee based upon the number of shares that is authorized in the Articles of Incorporation.
Share Par Value:
"Par Value" means the dollar amount to be paid for each share when purchased directly from the Corporation. The price of "no par value" shares will be determined by the board of directors at the time the shares are issued.
Stated amount for par value for this class:$ 
Enter a non-zero dollar value per share. Do not enter $0 to indicate No Par Value. (e.g. 0.01, 1.00, 1,000.00, etc.)
Dividends are cumulative? Dividends can be either cumulative or non-cumulative.
  1. Cumulative dividends are dividends that are payable annually at a fixed amount but if no dividend is declared in a year then the dividends will remain owing and will be paid out in a future year when there is a declared surplus of the Corporation.
  2. Non-cumulative dividends are only paid when the Corporation declares a dividend. Typically, dividends are non-cumulative.
Miscellaneous Provisions
Will the board of directors have the power to adopt, amend or repeal the corporate bylaws? The power to change the Corporation's bylaws may be left exclusively with the Shareholders. Where the bylaws may be changed by its Directors the Shareholders will retain the right to change the Corporation's bylaws. The Shareholders may expressly provide that the Directors may not change a specific bylaw. Typically, Directors are given this power.
Fiscal Year End for the Corporation:
Fiscal Year End:  
Enter a month and day that repesents the annual fiscal year end. (e.g. January 31, December 31, etc.)
Allow Cumulative Voting for director elections? Cumulative voting prevents a majority Shareholder from being able to elect all the Directors of a corporation by allowing a minority shareholder to use all their votes on one Director. Alternatively, a minority Shareholder can be better protected using a Shareholder agreement, if appropriate.
Can shares be offered to the public for sale?
Offering shares to the public is one situation where you must register under the applicable securities act.
Do transfers of shares require director approval? Typically the approval of share transfers is required. This restriction may be required to avoid registration under the applicable securities act.
Shares may not be transferred without the majority approval of the board of directors.
Does the Corporation want to grant preemptive rights to Shareholders under certain circumstances? A Shareholder with preemptive rights has the right to maintain their percentage of share holdings. When a Corporation is issuing new shares, a Shareholder with preemptive rights can have the right of first refusal to purchase new shares in proportion to their current capital holdings.
Include a statement to indemnify officers, directors, employees and agents? Any person acting for the Corporation in the normal course of their duties should be insured or protected by the Corporation against any liabilities they might incur.
Include a statement limiting the liability of directors? A Director should not be liable to a Corporation or its shareholders for any act or omission made in good faith.