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Articles of Incorporation

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A Virginia Stock Corporation

In compliance with the requirements of A Virginia Stock Corporation, and for the purposes of forming a for-profit business corporation in Virginia, 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. Duration
  4. The duration of the Corporation is perpetual.
  5. Registered Office and Registered Agent
  6. The registered agent is an individual who is a resident of Virginia and also an initial director of the Corporation.  The street address of the initial registered office is ____________________, __________, Virginia, __________. The name of the initial Registered Agent at this Registered Office is __________

    The registered office is physically located in the county of __________

  7. Initial Director
  8. 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 will 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
    __________ __________ __________ Virginia __________

  9. Authorized Capital
  10. The aggregate total number of all shares that the Corporation is authorized to issue is ______.
  11. Class A Shares
  12. The Corporation is authorized to issue a single class of shares. The total number of shares authorized is ______ Class A par value shares and the par value of each of the authorized Class A shares is $ 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 Class A shares may from time to time be issued as a class without series or, may from time to time be issued in one or more series.  If the Class A shares are issued in one or more series the Board of Directors may from time to time, by resolution before issuance, fix the number of shares in each series, determine the designation and fix the rights, privileges, restrictions, limitations and conditions attaching to the shares of each series but always subject to the limitations set out in the Articles of Incorporation.
    3. 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.
    4. 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.
  13. Restrictions on Transfer
  14. No shares of stock in the Corporation will be transferred without the approval of the Board of Directors of the Corporation either by a resolution of the Board of Directors passed at a Board of Directors meeting or by an instrument or instruments in writing signed by all of the Board of Directors.
  15. Preemptive Rights
  16. 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.
  17. Amend or Repeal Bylaws
  18. Bylaws may be adopted, amended, or repealed either by approval of the outstanding shares or by the approval of the Board of Directors. In adopting, amending or repealing a bylaw the shareholders may expressly provide that the Board of Directors may not adopt, amend or repeal that bylaw. The power of the Board of Directors is subordinate to the power of the sharesholders to adopt, amend, or repeal bylaws.
  19. Cumulative Voting
  20. In an election of Directors, each shareholder's number of votes will be calculated by multiplying the number of voting shares they are entitled to cast by the number of Directors being elected.  The shareholder may cast their total votes for a single Director or may distribute them among two or more Directors, as the shareholder sees fit.
  21. Fiscal Year End
  22. The fiscal year end of the Corporation is January 1st.
  23. Indemnification of Officers, Directors, Employees and Agents
  24. The Board of Directors, officers, employees and agents of the Corporation will be indemnified and held harmless by the Corporation and its shareholders from and against any and all claims of any nature, whatsoever, arising out of the individual's participation in the affairs of the Corporation. The Board of Directors, officers, employees and agents of the Corporation will not be entitled to indemnification under this section for liability arising out of gross negligence or willful misconduct of the individual or the breach by the individual of any provisions of this Agreement.
  25. Limitation of Liability
  26. The Board of Directors and officers of the Corporation will not be personally liable to the Corporation or its shareholders for any mistake or error in judgment or for any act or omission believed in good faith to be within the scope of authority conferred or implied by the Articles of Incorporation or by the Corporation. The Board of Directors and officers will be liable for any expenses or damages incurred by the Corporation or its shareholders resulting from any and all acts or omissions involving fraud or intentional wrongdoing.
  27. Incorporator
  28. The name and address of the incorporator of ____________________ are set out below.
    Name Address City State Zip Code
    __________ __________ __________ Virginia __________

  29. Execution
  30. I, the undersigned, for the purpose of forming a corporation under the Virginia Stock Corporation Act, 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______.


    __________ (Incorporator)
  31. Filer Contact Information
  32. In case of filing difficulties, please contact:
    Name of Filer: ____________________

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 two 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.

  • 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
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