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ARTICLES OF INCORPORATION
Domestic Stock Corporation

In compliance with the requirements of the General Corporation Law of California, and for the purposes of forming a for-profit business corporation in California, the undersigned desire to form a corporation according to the following Articles of Incorporation.

  1. Corporate Name
  2. The name of the corporation is ____________________ (the "Corporation").
  3. Purpose
  4. 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 California other than the banking business, the trust company business or the practice of a profession permitted to be incorporated by the California Corporations Code.
  5. Duration
  6. The duration of the Corporation is perpetual.
  7. Initial Agent for Service of Process
  8. The initial agent for service of process is a natural person. The street address of the initial agent for service of process is ____________________, __________, California, __________. The name of the initial Registered Agent at this Registered Office is __________.
  9. Initial Street Address of the Corporation
  10. The inital street address of the Corporation is:
    __________, __________, California, __________.
  11. Initial Mailing Address of the Corporation
  12. The initial mailing address of the Corporation is:
    __________, __________, California, __________
  13. Initial Director
  14. The initial board of directors will consist of one director (individually the "Director" and collectively the "Board of Directors"  The name and address of the person who is to serve as Director until the first annual meeting of shareholders or until successors are elected and qualified is set out below.
    Name Address City State Zip Code
    __________ __________ __________ California __________
  15. Authorized Capital
  16. Class A Shares
  17. The Corporation is authorized to issue a single class of shares. The total number of shares authorized is 0 Class A par value shares and the par value of each of the authorized Class A shares is $0.00 US Dollars. This class of shares is entitled to receive the net assets of the Corporation on dissolution.

    The Class A voting, cumulative  shares will have the following rights and privileges attached to them and be subject to the following conditions and limitations:

    1. The holders of Class A shares will be entitled to receive, as and when declared by the Board of Directors out of the monies of the Corporation properly applicable to the payment of dividends, cumulative, cash dividends, at the rate to be set by the Board of Directors.
    2. The holders of Class A shares will be entitled to one vote for each Class A share held, and will be entitled to receive notice of and to attend all meetings of the shareholders of the Corporation.
    3. In the event of liquidation, dissolution, or winding up of the Corporation, the Class A shareholders will be entitled to share equally, share for share, in the distribution of the assets of the Corporation.
  18. Preemptive Rights
  19. The shareholders of the Corporation have the preemptive right to purchase any new issue of stock in proportion to their current equity percentage. A shareholder may waive any preemptive right.
  20. Amend or Repeal Bylaws
  21. Bylaws may be adopted, amended, or repealed either by approval of the outstanding shares or by the approval of the Board of Directors except where limited by Corporations Code section 212(a).
  22. Fiscal Year End
  23. The fiscal year end of the Corporation is ______ day of ________________.
  24. Indemnification of Officers, Directors, Employees and Agents
  25. The Corporation is authorized to indemnify agents to the fullest extent permissible under California law.
  26. Limitation of Liability
  27. The liability of the Board of Directors of the Corporation for monetary damages shall be eliminated to the fullest extent permissible under California law.
  28. Execution
  29. I, the undersigned, for the purpose of forming a corporation under the California General Corporation Law, do make, file and record this document, and do certify that the facts stated in this document are true, and I have accordingly set my hand to this document this _____________day of _______________, A.D. 20______.

    BY:

    _________________________________________
    __________ (Initial Director)

State of California                         )
                                                      ) ss.
County of ___________________)

On the ______________________, before me, ___________________________ personally appeared: __________, who proved to me on the basis of satisfactory evidence to be the person whose name is subscribed to the within instrument and acknowledged to me that he/she executed the same in her/his authorized capacities, and that by her/his signature on the instrument the person, or the entity upon behalf of which the person acted, executed the instrument.

I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct.

WITNESS my hand and official seal.



______________________________
Notary Public


______________________________
(print name)
 

Articles of Incorporation

Other Names:

Articles of Incorporation are also known as:

  • Certificate of Incorporation
  • Corporate Charter
  • Business Incorporation Papers
  • Articles of Organization
  • Company Constitution

What are Articles of Incorporation?

Articles of Incorporation are legal papers filed with the state government when you are incorporating a business. The articles must detail the name of the corporation, the number of shares the corporation is authorized to issue, the address of the initial registered office and registered agent, and the name and address of each incorporator.

The articles may also contain details like the names of any initial directors, the primary activities or purpose of the corporation, and any starting provisions governing the management of the corporation.

The specific laws and regulations applicable to incorporating a business vary from state to state. LawDepot's Articles of Incorporation form is customized automatically based on the state you select.

What are the different types of corporations?

There are three common types of corporations in the United States:

  • Subchapter C Corporation: a C Corporation (or simply Corporation) is the traditional model of incorporated business and the structure used by most major companies. A C corporation is a distinct legal entity from its shareholders for the purposes of asset ownership, legal liability, and taxation. The business owner benefits from maximum protection of personal assets, and the company is in a position to attract investment through issuing shares.

    When it comes to taxes, the corporation must pay corporate taxes on its profits while shareholders will also be liable to pay personal income tax on any salaries, bonuses, or dividends paid to them.

  • Limited Liability Corporation: LLCs are a more recent innovation designed to suit smaller businesses by combining the benefits of limited liability of a corporation, with the tax and administrative efficiencies of a partnership. The owners' personal assets are protected from the LLC's liabilities and debts just like with a corporation, but there is generally less paperwork and regulation.

    For federal tax purposes an LLC is not viewed as a separate business entity, so the owners pay self-employment taxes directly on the profits. Be aware that some states do apply corporate taxes to LLCs.

  • Subchapter S Corporation: an S Corporation is characterized by either an eligible C Corporation or LLC making an IRS tax election as a Small Business Corporation. The result is the profits and losses of the company "pass through" to the shareholders so they are taxed directly, while the S Corporation itself is not taxed, thus avoiding the "double taxation" of a C Corporation. Note however that any shareholder who works for the S Corp would have to pay themselves a reasonable salary and be taxed on that employment income.

    The tax treatment of S Corp elections varies from state to state. An LLC or C Corporation is eligible to become an S Corp if it has a maximum of 100 shareholders, each of whom must be individuals (not corporations or partnerships), and who must be U.S. citizens or permanent residents.

What is a registered agent?

A registered agent, also known as a resident agent or statutory agent, is a person with a legal street address (not just a PO box) in the state where the company will be incorporated. The registered agent must be available during regular business hours, and is responsible for receiving government documents relating to taxes, and any official papers concerning legal actions related to the business.

When can I use Articles of Incorporation?

Articles of Incorporation may not be used for companies based in certain industries, depending on your state laws. In the State of Florida, for example, the Articles of Incorporation form cannot be used to incorporate businesses from the following industries:

  • Banking and credit unions
  • Insurance
  • Savings and loans
  • Railroads and waterworks
  • Education
  • Utilities and other public services

Why should I use Articles of Incorporation?

Articles of Incorporation are a requirement for incorporating your business. You should consider incorporating your business to receive the following key benefits:

  • Protection of personal assets from business creditors and legal action.
  • Tax management options for income and deductions.
  • Issue of shares which can be sold to raise business capital.
  • Separate legal entity status, which can make the business more attractive to lenders.
  • More credibility and confidence in your business in the marketplace.

Forms related to Articles of Incorporation

  • Business License: a government-issued permit to conduct business; this legal form is from our partner MyCorporation.
  • Corporate Bylaws: a legal document that outlines the governing rules applied to a corporation's internal management.
  • LLC Operating Agreement: a legal document that describes the rights and duties of the members of a limited liability corporation.
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