Business Law Newsletter

What Must a Corporation State in Its Articles of Incorporation?

In just about every state, corporations are required to file a description of the corporation, known as “articles of incorporation.” The articles of incorporation must be filed with the secretary of state, and are public record.

Included Information

The articles of incorporation typically must contain:

• The corporate name, which must be distinguishable from other corporations in the state.
• A brief description of the purpose of the corporation (some states require this).
• How many shares the corporation is authorized to issue, and a description of the different classes of shares. Sometimes the “par” value of the shares is also stated.
• The address of the corporation.
• The names and addresses of the incorporators. Some states require a list of the names and addresses of the officers and directors, as well as the name and address of the person designated as the agent for service of legal process.
• The signatures of directors, or of the persons who started the corporation if the directors have not yet been appointed.

There are many other provisions that may be included in the articles of incorporation but are not necessarily required. Some of these provisions relate to voting, removal of officers or directors, and/or dividends.

Amendments Possible

Articles of incorporation may be amended when necessary. This usually occurs when the corporation changes its name, changes the name of its registered agent, or when there is a change in the classification or authorization of shares. Accordingly, the amended articles must also be filed with the secretary of state.

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