Articles of Incorporation

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Articles of Incorporation

The document that must be filed with an appropriate government agency, commonly the office of the Secretary of State, if the owners of a business want it to be given legal recognition as a corporation.

Articles of incorporation, sometimes called a certificate of incorporation, must set forth certain information as mandated by statute. Although laws vary from state to state, the purposes of the corporation and the rights and liabilities of shareholders and directors are typical provisions required in the document. Official forms are prescribed in many states.

Once the articles of incorporation are filed with the secretary of state, corporate existence begins. In some jurisdictions, a formal certificate of incorporation attached to a duplicate of the articles must be issued to the applicant before the business will be given legal status as a corporation.

articles of incorporation

n. the basic charter of a corporation which spells out the name, basic purpose, incorporators, amount and types of stock which may be issued, and any special characteristics such as being non-profit. Each state has its own system of approval of articles, prohibits names which are confusingly similar to those of existing corporations (so an incorporator can test the name by applying to reserve the name), sets specific requirements for non-profits (charitable, religious, educational, public service, and so forth), and regulates the issuance of shares of stock. Articles must be signed by the incorporating person or persons or by the first board of directors. Major stock issuances require application to the Securities and Exchange Commission. The starting point for filing and approval of Articles of Incorporation is usually the state's Secretary of State. There will be a fee and, often, a deposit of an estimated first year's taxes. (See: corporation)

References in periodicals archive ?
The Delaware Attorney General and courts have responsibilities to ensure accountability to the people with respect to all of the Delaware corporate charters associated with Massey and Alpha, and these responsibilities do not end because the companies merged.
Improvements in communication, however, have made possible an international market for stock exchange listings that resembles in many respects the long-standing federal market for corporate charters in the United States.
Although state and federal courts have consistently recognized the authority of attorneys general to revoke corporate charters, attorneys general have rarely chosen to exercise this option against large corporations.
A corporate charter bestows an extraordinary privilege--exemption from common law rules of personal responsibility.
In those days, historian Robert Hessen notes in his 1979 book In Defense of the Corporation, corporate charters often included special privileges, such as "a legally enforced monopoly, exemption from taxation, release of employees from militia and jury duty, power to exercise eminent domain, and authorization to hold lotteries as a means of raising capital.
EAG s corporate charter business is running 10% higher than the previous winter charter season, in terms of the amount of flights flown, with typical missions consisting of corporate roadshows to many destinations in the area in a condensed and intensive itinerary.
Competition among the States concerning corporate charters and other business organizations meets these conditions.
states limited the duration of corporate charters, imposed full liability on corporate investors and reserved the right to amend corporate charters for any reason.
Accordingly, in the early days, corporate charters were not granted to all comers the way they are today.
Corporate charters created a new form of ownership that bestowed limited liability on firms, a privilege they could not have bargained for in an open market under traditional contract, tort, and property law.
Corporate charters empower boards with an important role in managing risk, but recent events have also shown that the members of these boards can also be sources of risk.
If illegal activity is confirmed, these agencies should take prompt legal action against the ABC chapters and trusts, their staff and board members, and any relevant member contractors; including restitution of misused money, the revocation of corporate charters and non-profit status, personal fines, and prison sentences.

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