Articles of Incorporation: Why?

Why do you need Articles of Incorporation for your corporation?  There are many aspects of forming and maintaining a corporation that are overlooked if you do not get the proper advice.  Usually people understand the articles of incorporation piece of forming their corporation because that is the piece of paper that you need to file with the secretary of state.  The articles of incorporation form your corporation or, in other words, upon filing your articles of incorporation with the secretary of state your corporation comes into existence.

What is contained in the articles of incorporation?

Basic information needs to be covered in your articles of incorporation, to include:

  • The name of your corporation; 
  • The statement of the corporation’s purpose which may need to be specific to certain state laws.  For instance, in California the statement of purpose has to follow specifically the California Corporations Code section setting out the exact language that needs to be used;
  • The name and address of the agent for service of process, this could be a person or a corporate agent.  It does not matter if it is a person or a corporation, it just needs to be determined and listed as part of your articles of incorporation.  This is the person who will be served with any lawsuits that your corporation could be involved in, so some thought needs to be spent here to make sure you have a reliable source here;
  • The street address of the corporation which may be someone’s residence to begin with, or an office space, but typically cannot be a post office or other box type address;
  • The mailing address of the corporation if it is different from the street address and this may be a box address, if that is where you choose to receive your corporate mail;
  • If the corporation is authorized to issue one class of shares, the total number of shares needs that can be issued needs to be delineated;
  • If the corporation is authorized to issue more than one series or class of shares, the total number authorized in each series of class, the designation of each series or class, and rights and restrictions of each series or class; and
  • The signatures of the incorporators, or if the initial directors are named on the articles of incorporation, then each of the director’s signatures.

Of course, there is other information that you may need or want to include in your articles under certain circumstances.  This is just a list of the basics that should be covered in your articles of incorporation.

If you are needing help with forming your corporation or determining how to file your articles of incorporation, Integrated General Counsel can help you determine your next steps.  If you are ready for a results-driven plan of action, contact us either by telephone at (925) 399-1529, schedule yourself into our calendar for an appointment at a time convenient for you, or complete the Contact Kristen form and we will get back to you.

Integrated General Counsel