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ARTICLES OF INCORPORATION OF [CORPORATION’S NAME]
The undersigned natural person of the age of eighteen (18) years or more, acting as incorporator of a corporation under the __________ Business Corporation Act, hereby adopts the following Articles of Incorporation for such corporation:
ARTICLE 1. NAME
1.1 The name of the corporation is.
ARTICLE 2. DURATION
2.1 The period of its duration is perpetual.
ARTICLE 3. PURPOSES
3.1 The purposes for which the corporation is organized are:
a. To buy, rent, sell, manufacture, produce, assemble, distribute, repair and service [specify];
b. To transact any and all lawful business for which corporations may be incorporated under the __________ Business Corporation Act; and,
c. To have and exercise all rights and powers that are now or may hereafter be granted to a corporation by law.
3.2 The foregoing shall be construed as objects, purposes and powers, and enumeration thereof shall not limit or restrict in any manner the powers conferred on this corporation by the laws of the State of __________.
The corporation may in its bylaws confer powers, not in conflict with law, upon its directors in addition to the foregoing and in addition to the powers and authorities expressly conferred upon them by statute.
ARTICLE 4. SHARE STRUCTURE
4.1 The corporation shall have authority to issue two (2) classes of shares, to be designated respectively, “preferred” and “common.” The total number of shares which the corporation is authorized to issue is [number] shares. The number of preferred shares authorized is [number] shares without par value. The number of common shares authorized is [number] shares, which shares are also without par value.
ARTICLE 5. PREFERENCES, PRIVILEGES, RESTRICTIONS, AND RIGHTS
5.1 All voting rights shall be vested in holders of common stock; at the election of directors, each common stockholder may vote in person or by proxy for as many persons as there are directors to be elected.
The preferences, privileges, restrictions and rights granted to or imposed on the respective series of shares are as follows:
5.2 The preferred shares authorized by these Articles of Incorporation may be issued from time to time in series. The shares of each such series shall be subject to the provisions of this article and additional provisions with respect to each such series as shall be fixed by the board of directors as provided in paragraph 5.1.
5.3 All preferred shares of each series shall be of equal rank and identical, except as fixed by the board of directors as provided in this paragraph. Each share of each series shall be identical in all respects with the other shares of such series, except the date from which dividends thereon shall be cumulative, if such dividends are cumulative. The board of directors is hereby authorized and required to fix, in the manner and to the full extent provided and permitted by law, all provisions of the shares of each series not otherwise set forth in these Articles and insofar as such provisions shall not be inconsistent with the provisions of this Article Five applicable to all series of the preferred shares, but not limited to:
a. The distinctive designation of all series and the number of shares which shall constitute such series, which number may be increased (except where otherwise provided by the board of directors in its resolution creating such series) or decreased (but not below the number of shares thereof then outstanding) from time to time by resolution of the board of directors;
b. The annual rate of dividends payable on the shares of all series, the date from which dividends shall be cumulative, on all shares of any series issued prior to the record date for the first dividend on shares of such series and the dividend rights applicable to the shares of all series;
c. The redemption price or prices, if any, for the shares of each, any or all series;
d. The obligation, if any, of the corporation to maintain a sinking fund for the periodic redemption of shares of any series and to apply the sinking fund to the redemption of such shares;
e. The amount payable on shares of each series in the event of any voluntary liquidation, dissolution or winding up of the affairs of the corporation;
f. The right, if any, of the holders of shares of each series to convert such shares into common shares and the terms and conditions of such conversion; and,
g. Any voting rights in respect of matters other than those for which voting rights are specifically provided herein, and any other preferences, and relative, participation, optional, or any other special rights, qualifications limitations, or restrictions.
5.4 Preference.
a. The holders of the preferred shares of each series, in preference to the holders of the common shares, shall be entitled to receive dividends out of any funds legally available therefor as and when declared by the board of directors at the rate for such series as fixed in accordance with the provisions of paragraph 5.3, payable semiannually on the last day of December and June, respectively, in each year, with respect to the semiannual period ending on such respective payment date, except that the first dividend on such initial issue of any series of preferred shares shall be payable on the semiannual dividend payment date next succeeding the expiration of 180 days after the date any shares of such series are issued.
b. No dividend shall be paid on, or declared or set apart for, any share of preferred shares for any semiannual dividend period unless at the same time a like, proportionate dividend for the same semiannual dividend period, ratably in proportion to the respective annual dividend rates fixed therefor, shall be paid on, or declared and set apart for, all preferred shares of all series then issued and outstanding and entitled to receive such dividend.
c. In no event, so long as any preferred shares shall be outstanding, shall any dividend, whether in cash or property, be paid or declared, nor shall any distribution be made on any of the common shares, nor shall any common shares be purchased or otherwise acquired for value by the corporation, unless and until all dividends on the preferred shares of all series for all past semiannual dividend periods and for the then current semiannual period shall have been paid or declared and a sum sufficient for the payment thereof set apart, and unless the corporation shall not be in default with respect to any of its obligations for any past period with respect to the sinking fund, if any, to be used for the redemption of any series of prefer red shares. The foregoing provisions of this subparagraph, shall however, not prohibit a dividend on common shares in exchange for, or through application of the proceeds of the sale of common shares.
5.5 Voluntary dissolution.
a. In the event of any voluntary dissolution, liquidation or winding up of the affairs of the corporation, then, before any distribution or payment shall be made to the holders of the common shares, the holders of the preferred shares shall be entitled to be paid in full the respective amounts fixed in accordance with the provisions of paragraph 5.3, together with accrued dividends to such distribution payment date, whether or not earned or declared.
b. In the event of any involuntary liquidation, dissolution or winding up of the affairs of the corporation, then, before any distribution or payment shall be made to the holders of the common shares, the holders of the preferred shares shall be entitled to be paid in full an amount equal to $1.00 per share, together with accrued dividends to such distribution or payment date, whether or not earned or declared.
c. If, on any voluntary or involuntary liquidation, dissolution or winding up of the affairs of the corporation, the assets of the corporation are insufficient to permit full payment to the preferred shareholders as herein provided, then the holders of any series of the preferred shares shall share ratably in any distribution of assets in proportion to the full amounts to which they would otherwise be respectively entitled.
d. If, on any liquidation, dissolution or winding up of the affairs of the corporation, payment shall have been made in full to the holders of the preferred shares, as provided in subparagraph a or b above, the remaining assets and funds of the corporation shall be distributed ratably to the holders of the common shares of the corporation.
e. Neither the consolidation or merger of the corporation, nor the lease or conveyance of all or substantially all of its assets, shall be deemed a liquidation, dissolution or winding up of the affairs of the corporation within the meaning of this paragraph or within the meaning of the provisions of paragraph 5.3.
5.6 Redemption.
a. Subject to the provisions of section 5.3, the preferred shares of any series may be redeemed, in whole or in part, at the option of the corporation, by the vote of its board of directors, or, in case of any one or more series, under any sinking funds or other requirement for redemption of any such series fixed by the board of directors pursuant to the provisions of paragraph 5.3, upon the following additional conditions:
i. If less than all of the preferred shares of any series is to be redeemed, redemption shall be made in such amount and by such method, either by lot or by pro rata, and subject to such provisions of convenience, as shall from time to time be determined by the board of directors.
ii. Notice of any proposed redemption shall be mailed by the corporation, postage prepaid, not less than twenty (20) days, nor more than fifty (50) days, prior to the date fixed for redemption, to each holder of record of such preferred shares to be redeemed at his address as the same shall appear on the books of the corporation. The notice of redemption shall state the class or series of shares or part of any class or series of shares to be redeemed, the date fixed for redemption, the redemptive price and the place at which the shareholders may obtain payment of the redemptive price upon surrender of their respective share certificates.
iii. If the corporation shall deposit on or prior to the date fixed for the redemption of any such preferred shares, with one or more banks or trust companies, each having capital and surplus of at least $[Amount] and doing business in ____________, ____________ County, __________, or any bank or trust company in the United States duly appointed and acting as transfer agent of the corporation, as a trust fund for the benefit of the respective holders of such preferred shares to be redeemed, sum sufficient to redeem such preferred shares called for redemption with irrevocable instructions and authority to any one of such depository banks or trust companies to deliver, in the name of the corporation, the notice of redemption thereof (or to complete such delivery if theretofore commenced) and to pay on or after the date fixed for such redemption, to the respective holders of such preferred shares, as evidenced by a list of such holders certified by the president or vice-president and the secretary or any assistant secretary, the redemption price thereof upon the surrender of the certificates representing the preferred shares so called for redemption, then from and after the time of such deposit (although prior to the date fixed for redemption) such preferred shares so called for redemption shall be deemed to be redeemed. Dividends on those shares shall cease to accrue after the date fixed for redemption, and the deposit shall be deemed to constitute full payment of the preferred shares to the respective holders thereof. The preferred shares shall no longer be deemed to be outstanding, and the holders thereof shall cease to be stockholders with respect to such preferred shares and shall have no rights with respect thereto, except only the right to receive from such bank or banks or trust company or companies payment of the redemption price of such preferred shares without interest, upon surrender of the certificates representing the preferred shares called for redemption. Money deposited for redemption and unclaimed at the end of six (6) years shall be repaid to the corporation; and, thereafter, the holders of the preferred shares called for redemption shall look only to the corporation for payment.
iv. No redemption or purchase of any shares of any series of preferred shares shall be made unless full cumulative dividends, if any, on all shares of all series of preferred shares then outstanding which are not to be redeemed or purchased, to the end of the then current dividend period, shall have been paid or declared and set apart for payment and unless funds sufficient to meet all matured obligations of the corporation with respect to all sinking funds or retirement funds for all series of preferred shares have been set aside.
v. All preferred shares of any series acquired or redeemed through the operation of any sinking fund or retirement funds, or voluntarily redeemed, shall be retired and canceled, and none of the shares shall thereafter be reissued.
b. Any sinking funds required by the board of directors pursuant to the provisions of paragraph 5.3 in connection with the redemption of the preferred shares of any series shall be crated and maintained as follows:
The corporation shall set aside in cash out of monies legally available therefor after all dividends on outstanding preferred shares shall have been fully paid, or provision for the payment made through the last preceding semiannual dividend period, on the same date each year, called “payment date,” a percentage (the date and percentage to be fixed by the board of directors in the resolutions requiring the creation of a sinking fund) of the par value of the total number of preferred shares previously issued. If, on any payment date, the funds legally available for such purpose shall be insufficient to discharge the sinking fund requirements in full, then funds to the extent legally available therefor shall be set aside for the sinking fund.
c. To the extent that the sinking fund requirements provided remain unsatisfied, they shall not be cumulative.
5.7 Preferred shares shall be issued as fully paid, nonassessable shares and not otherwise.
ARTICLE 6. INDEMNIFICATION
6.1 The corporation shall indemnify every director or officer, his heirs, executors and administrators, against expenses actually and reasonably incurred by him, as well as any amount paid upon a judgment, in connection with any action, suit or proceeding, civil or criminal, to which he may be made a party by reason of his being or having been a director or officer of the corporation, or at the request of the corporation, having been a director or officer of any other corporation of which the corporation he is not entitled to be indemnified, except in relation to matters as to which he shall be finally adjudged in such action, suit or proceeding to be liable for negligence or misconduct in performance of duty to the corporation. In the event of a settlement, indemnification shall be provided only in connection with such matters covered by the settlement as to which the corporation is advised by its counsel that the person to be indemnified did not commit such a breach of duty. The right of indemnification shall not be exclusive of other rights to which he or she may be entitled.
ARTICLE 7. MISCELLANEOUS
7.1 No contract or other transaction between the corporation and any other corporation shall be affected by the fact that one or more of the directors or officers of this corporation is interested in or is a director or officer of such other corporation. Any director or officer individually may be a party to or may be interested in any contract or transaction of this corporation with any person or persons, firm, or corporation. No such contract or transaction shall be affected by the fact that any director or officer of this corporation is a party to or interested in such contract or transaction, or in any way connected with such person or persons, firm, association or corporation, provided that the interest in any such contract or other transaction shall be authorized or ratified by the vote of a sufficient number of directors. In the absence of fraud, no director or officer having such adverse interest shall be liable to the corporation or to any shareholder or creditor thereof, or to any other person, for any loss incurred by it under or by reason of such contract or transaction; nor shall any such director or officer be accountable for any gains or profits realized thereon. In any case described in this Article, any such director may be counted in determining the existence of a quorum at any meeting of the board of directors which shall authorize or ratify any such contract or transaction.
ARTICLE 8. COMMENCEMENT OF BUSINESS
8.1 The corporation will not commence business until it has received for the issuance of its shares consideration of the value of $1,000.
ARTICLE 9. REGISTERED OFFICE AND AGENT
9.1 The post office address of the initial registered office of the corporation is [address], and the name of the initial registered agent at such address is [name].
ARTICLE 10. DIRECTORS
10.1 The number of directors constituting the initial board of directors is [number], and the names and addresses of the persons who are to serve as directors until the first annual meeting of the shareholders or until successors are elected and qualified are:
Name________________
Address________________
ARTICLE 11. INCORPORATOR
11.1 The name and address of the incorporator is:
__________________________________________.
For the purpose of forming a corporation under the laws of the State of __________, I, the undersigned incorporator of this corporation have executed these Articles of Incorporation on
__________________________________________.
______________________________
Incorporator