Articles of
Incorporation
The Articles of Incorporation (sometimes
also referred to as the Certificate
of Incorporation or the Corporate
Charter) are the primary rules governing
the management of a corporation,
and are filed with a state or other
regulatory agency.A corporation's
Articles of Incorporation generally
provide information such as:The
corporation's name, which has to
be unique from any other corporation
in that jurisdiction. As part of
the corporation's name, certain
words such as "incorporated",
"limited", "corporation",
(or their abbreviations) or some
equivalent term in countries whose
language is not English, are usually
required as part of the name as
a "flag" to indicate to
persons doing business with the
organization that it is a corporation
(with limited liability) as opposed
to an individual or partnership
(with unlimited liability). In some
cases, certain types of names are
prohibited except by special permission,
such as words implying the corporation
is a government agency or has powers
to act in ways it is not otherwise
allowed.The name of the person(s)
organizing the corporation (the
Incorporator).Whether the corporation
is a stock corporation or a non-stock
corporation.Whether the corporation's
existence is permanent or limited
for a specific period of time. Generally
the rule is that a corporation existence
is forever, or until (1) it stops
paying the yearly corporate renewal
fees or otherwise fails to do something
required to continue its existence
such as file certain paperwork each
year; or (2) it files a request
to "wind up and dissolve."In
some cases, a corporation must state
the purposes for which it is formed.
Some jurisdictions permit a general
statement such as "any lawful
purpose" but some require explicit
specifications.If a non-stock corporation,
whether it is for profit or non-profit.
However, some jurisdictions differentiate
by "for profit" or "non
profit" and some by "stock
or non-stock".In the United
States, if a corporation is to be
organized as a non-profit, to be
recognized as such by the Internal
Revenue Service, such as for eligibility
for tax exemption, certain specific
wording must be included stating
no part of the assets of the corporation
are to benefit the members.If a
stock corporation, the number of
shares the corporation is authorized
to issue, or the maximum amount
in a specific currency of stock
that may be issued, e.g. a maximum
of $25,000.The number and names
of the corporation's initial Board
of Directors (though this is optional
in most cases).The initial director(s)
of the corporation (in some cases
the incorporator or the registered
agent must be a director, if not
an attorney or another corporation).The
location of the corporation's "registered
office" - the location at which
legal papers can be served to the
corporation if necessary. Some states
further require the designation
of a Registered Agent: a person
to whom such papers could be delivered.
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