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 ?
Douglas Smith has argued that the Bill of Rights was nonetheless designed with corporate charters in mind.
21) The Court reasoned that the corporate charter was a contract as it effectively represented an agreement between the people who applied for it and the government body that granted it.
that a corporate charter does not imply a grant of monopoly privileges,
no other state actively seeks to sell corporate charters, Delaware still
The "race to the top/race to the bottom" debate about competition for corporate charters has gone global.
Bit by bit, decade by decade, state legislatures increased corporate charter length while they decreased corporate liability and reduced citizen authority over corporate structure, governance, production, and labor.
And perhaps it would be preferable--if democratization of corporate law is the goal--to look to federalization of corporate charters rather than to the end of the internal affairs doctrine.
In Pennsylvania, for example, citizen groups have initiated an amendment to the state's corporation code that calls for, among other things, corporate charters to be limited to thirty years.
WHEN THEY HEAR the proposal to "revoke corporate charters," most people probably think that means banning the use of company jets by top executives like Ken Lay, who used Enron's planes to fly his daughter and her bed to southern France and shuttle political allies including George W.
In a lawsuit brought by TV preacher Jerry Falwell in November 2001, the evangelist's Thomas Road Baptist Church challenged a Virginia law passed in 1787 that prohibited corporate charters for religious institutions.

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