Articles of incorporation for United States LLC
By Investor Forms
Please note, anything on this site does NOT represent legal advice You should consult a licensed attorney before signing any documents (or sending them out to clients).
What should a typical articles of incorporation document include?
This document is needed when you are creating a corporation and explains how your company is setup. You can create an structure without an attorney by following the process on your states business entity website. Often it is only a few forms and sending in a check. The articles of Incorporation is the document that outlines your new corporation and is often required by the state.
The beginning of the document states you are in compliance with the corporate laws of your state
You will need the name of the corporation, so Acme, LLC and what your primary business will be. Something generic is fine, retail, service, etc
Do you need the corporation to dissolve at some point or should it be perpetual? (never ending) Most will be perpetual
Who is the Statutory Agent for your company? This is the person who will receive any legal notices
The address of the Statutory Agent, this should always be a valid address in case of a suit. If not you could end up with a default judgment!
The street address to mail any important forms to
If you are going to have a board of directors (might be required for certain corporation structures) then list the director who will elect them, name and address
If you are issuing shares, the total number of them available
The class of shares - typically start with just Class A voting shares. Also, specify the value of them at issue
What rights the new shareholders have for these new shares - paid dividends typically, issue new shares as determined by the board
That one share equals one vote, and if the company fails that each class A shares get an equal percentage of the assets of the company
If there are any transfers allowed of the shares, these must be approved by the board. This protects the company if someone wants to sell shares to someone you might not want to work with
Preemptive rights - this means the corporation can purchase back shares if they wish. Companies often do this to increase the share value
The corporation may change and repeal (remove) any of these bylaws with a majority vote, or approval by the Board
Voting shares - if there are multiple seats being elected, each member shares are multiple by the number of directors being voted on. So you can pass all the votes to one Director, or spread them around
Specify when the fiscal year of the corporation ends, this is typically at the end of the year but many like to have it in the middle to make accounting available during the year
Indemnification, this clause is what prevents the officers from being sued if something happens at the corporation. If it was caused by their gross negligence, then they can be sued
Not personally liable - Corporate officers are not liable for mistakes or errors if they are acting in good faith for the company
Statutory agent signature section, make sure whoever is the agent is aware of their duties. An attorney makes a good statutory agent if you work with one often
The rest of the document is the filing address, and a space for the receiver of the document to sign it. We also need a place if there are questions on who they should contact
