Articles of Incorporation

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Related to Articles of Incorporation: Articles of Organization

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 ?
(In some states the corporation is deemed to have shareholders when the articles of incorporation are filed--see above.) However, a person who is considered to be a shareholder under state law solely because he or she is an incorporator is not required to consent to the S election (Regs.
90 of 2014) on May 1, 2015, the provisions of Article 27, paragraph 2 and Article 35, paragraph 2 of the Articles of Incorporation will be partially amended in order to enable non-executive directors and auditors other than outside auditors to fully execute their expected functions.
* 23% of these organizations' articles of incorporation do not provide for distribuAtion of assets upon dissolution as the law requires
Each fund's investment adviser is Deutsche Investment Management Americas Inc (DIMA), which proposed the amendments to each fund's Articles of Incorporation to the board as per the terms of a Standstill Agreement that both have entered into with Bulldog Investors LLC, a large stockholder in the funds and certain parties associated with Bulldog.
To amend its articles of incorporation, two-thirds or more of the votes of the attending shareholders are required.
By approving an amendment to the Articles of Incorporation, shareholders enabled the creation of authorized capital for the next two years in the amount of up to 2.5 million CHF or 500 000 shares.
The amendment now provides that any action that may be taken at a meeting of the members may be taken by ballot without a meeting by mail, e-mail, or any other electronic means whereby the members entitled to vote on the matter have an opportunity to vote for or against the proposed action, provided that the action is approved by a majority of the members casting votes or such larger number as may required by the Act, the articles of incorporation or the bylaws, as long as the number of members casting a vote would constitute a quorum at a meeting of the members.
There is nothing in the articles of incorporation of any company that says the role of a black director is different from the role of a white director.
It also carries discussion and examples of letters of intent for financing, due diligence requests, articles of incorporation for the venture-backed enterprise, anti-dilution provisions, the stock purchase agreement, investor rights agreements, co-sale agreements, warrants and other equity sweeteners, promissory notes, founders agreements, and closing opinion letters.
In reaching their conclusion, the justices reviewed ElderTrust's articles of incorporation to determine whether it met the first prong of the four part test.
In addition, disclosures on the corporate governance structure of offshore holding companies (including applicable laws and key provisions of the articles of incorporation), differences with local governance systems and practices, and major activities of the board of directors of the subsidiary units and related information are to be provided to investors.
* Make Articles of Incorporation and get them notarized

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