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.

West's Encyclopedia of American Law, edition 2. Copyright 2008 The Gale Group, Inc. All rights reserved.

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)

Copyright © 1981-2005 by Gerald N. Hill and Kathleen T. Hill. All Right reserved.
References in periodicals archive ?
(19) Nevertheless, Centros, Uberseering, and Inspire Art are of essential importance to the existence or non-existence of a transatlantic market for corporate charters. The reason can be summed up as follows: As long as the Member States of the Community managed to prevent an intra-European market for corporate charters via the real seat rule, they could hardly be expected to eliminate the various obstacles that prevent European businesses from incorporating in the United States.
(1.) See Lucian Arye Bebchuk & Assaf Hamdani, Vigorous Race or Leisurely Walk: Reconsidering Competition Over Corporate Charters, 112 YALE L.J.
details of firms' corporate charters, so long as those details fall
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.
In the days before general incorporation laws, corporate charters were a special privilege.
Various American organizations have done research into the corporate charters in their home states in the past few years, and attempted to pressure their attorneys general into taking action.
If the corporate charter provisions that are examined here allow managers to extract benefits that raise expense ratios, and ultimately fund discounts, then at least part of the theory of managerialism has been shown to be relevant, and many other of the suspected entrenchment mechanisms (e.g., golden parachutes and poison pills) are likely to detract from the value of shareholders' wealth.
Cary in the Yale Law Journal on the pernicious effects of interstate competition for corporate charters.
(17) The twelve trustees of the college, who had been incorporated as "The Trustees of Dartmouth College" to run the religious and literary institution, brought a suit for the corporate property after the New Hampshire state legislature passed acts amending the corporate charter. (18) The state legislature's acts gave the state control over the college by creating a board of state-appointed overseers and transferring property vested in the old trustees to a new board of trustees.
What is interesting is that crony capitalism in the granting of corporate charters vanished completely over time.
Although we have been seeking here to make a persuasive case for the consumer protection theory of restricted voting schemes, we do not mean to suggest that there were no other motives behind their adoption, or that the reasons for adopting restricted voting--whether consumer protection or something else--were always clear in the minds of the individuals who formed business corporations or the minds of the legislators who granted individual corporate charters or enacted general corporation statutes.

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