Articles of Incorporation Template - All States

# Articles of Incorporation Template — All States ### A Complete, Professional Template for Incorporating Your Business in Any U.S. State --- ## Introduction & How to Use This Document The Articles of Incorporation (also called a "Certificate of Incorporation" or "Corporate Charter" in some states) is the foundational legal document that officially creates your corporation. Filed with the Secretary of State (or equivalent state agency) in the state where you choose to incorporate, this document establishes your company's legal existence, defines its basic structure, and grants it the rights and powers of a corporation under state law. **Who needs this document:** - Entrepreneurs forming a new C-Corporation or S-Corporation - Small business owners transitioning from a sole proprietorship or partnership - Startup founders seeking venture capital or institutional investment - Business owners seeking limited liability protection - Anyone forming a nonprofit corporation (with applicable modifications) **How to use this template:** 1. Read through the entire document before making any changes 2. Replace all bracketed fields (e.g., `[COMPANY NAME]`) with your specific information 3. Review state-specific requirements for your chosen state of incorporation (see Appendix A) 4. Consult a licensed attorney in your jurisdiction before filing 5. File the completed document with the appropriate state agency along with the required filing fee 6. Retain a certified copy of your filed Articles for your corporate records book **Important note on state variations:** While this template covers the core provisions required in all 50 states, certain states require additional articles or specific language. Always verify current requirements with the Secretary of State's office in your chosen state before filing. --- ## 1. Cover Page & Identification **ARTICLES OF INCORPORATION** **OF** **[COMPANY NAME]** *A [STATE] Corporation* Pursuant to the [STATE] Business Corporation Act (or applicable statute), the undersigned incorporator(s) hereby adopt the following Articles of Incorporation for the purpose of forming a corporation under the laws of the State of [STATE]. --- **Date of Execution:** [DATE] **Filing Date:** [DATE] **Incorporator Name:** [INCORPORATOR FULL LEGAL NAME] **Incorporator Address:** [STREET ADDRESS], [CITY], [STATE], [ZIP CODE] **Contact Phone:** [PHONE NUMBER] **Contact Email:** [EMAIL ADDRESS] --- ## 2. Article I — Corporate Name **Section 1.1 — Name of Corporation** The name of this corporation is: **[COMPANY NAME]** The corporation shall conduct business under this name and no other, unless a fictitious business name (DBA) is properly registered in accordance with applicable state law. **Section 1.2 — Name Availability** The incorporator certifies that, prior to filing these Articles, a name availability search was conducted through the [STATE] Secretary of State's business name database and that the above-stated name is available for use and does not conflict with any existing entity name registered or reserved in the State of [STATE]. **Section 1.3 — Name Reservation (if applicable)** If a name reservation was previously obtained, the reservation number is: **[NAME RESERVATION NUMBER / N/A]**, effective as of **[RESERVATION DATE]**. --- ## 3. Article II — Corporate Purpose **Section 2.1 — General Purpose** The general purpose of this corporation is to engage in any lawful act or activity for which corporations may be organized under the laws of the State of [STATE]. **Section 2.2 — Specific Business Purpose** *(Optional but recommended)* In addition to the general purpose stated above, the specific primary business purpose of this corporation is: > [DESCRIBE YOUR PRIMARY BUSINESS ACTIVITY — e.g., "to develop, market, and sell software-as-a-service (SaaS) technology solutions to small and medium-sized businesses" OR "to operate retail clothing stores" OR "to provide licensed general contracting and construction services"] **Section 2.3 — Lawful Activity Clause** The corporation shall not engage in any activity that is unlawful under federal, state, or local law. Nothing in these Articles shall be construed to authorize the corporation to engage in any business that requires a professional license unless all required licenses have been duly obtained. --- ## 4. Article III — Authorized Shares & Capital Structure **Section 3.1 — Total Authorized Shares** The total number of shares of stock that this corporation is authorized to issue is: **[TOTAL NUMBER OF AUTHORIZED SHARES]** shares *(Common recommendation for startups: 10,000,000 shares. Adjust based on your capitalization strategy and state filing fee structure, as some states charge fees based on authorized share count.)* **Section 3.2 — Classes of Stock** The authorized shares shall be divided into the following classes: | Class | Number of Authorized Shares | Par Value Per Share | |---|---|---| | Common Stock | [NUMBER] | $[AMOUNT] (or "No Par Value") | | Preferred Stock | [NUMBER] | $[AMOUNT] (or "No Par Value") | *(If you are forming a simple C-Corp or S-Corp with no venture capital plans, you may issue only Common Stock and delete the Preferred Stock row.)* **Section 3.3 — Common Stock Rights** Each share of Common Stock shall entitle the holder to: - One (1) vote on all matters submitted to a vote of shareholders, unless otherwise provided in these Articles or in a unanimous shareholders' agreement - The right to receive dividends when and if declared by the Board of Directors, in proportion to the number of shares held - The right to receive a pro-rata distribution of assets upon dissolution of the corporation, after satisfaction of all debts, liabilities, and liquidation preferences of any Preferred Stock **Section 3.4 — Preferred Stock Rights** *(Delete if not applicable)* The Board of Directors is hereby authorized, without further shareholder approval, to provide by resolution for the issuance of Preferred Stock in one or more series, and to fix for each such series: - The designation and number of shares constituting such series - The dividend rights, rates, and conditions - Voting rights, if any - Liquidation preferences and amounts - Conversion rights, if any - Redemption terms, if any **Section 3.5 — No Preemptive Rights** Shareholders of this corporation shall have no preemptive rights to acquire additional shares of the corporation, unless expressly granted by the Board of Directors in a separate written agreement. *(Note: Some founders prefer to include preemptive rights. Consult your attorney.)* --- ## 5. Article IV — Registered Agent & Principal Office **Section 4.1 — Registered Agent** The name and address of this corporation's initial registered agent in the State of [STATE] for service of process is: **Registered Agent Name:** [REGISTERED AGENT FULL NAME OR REGISTERED AGENT SERVICE COMPANY NAME] **Registered Agent Address:** [STREET ADDRESS — must be a physical street address, not a P.O. Box], [CITY], [STATE], [ZIP CODE] The registered agent consents to serve in this capacity. *(In many states, the registered agent must sign a consent form or this document.)* **Section 4.2 — Principal Office Address** The street address of the corporation's principal place of business is: [STREET ADDRESS], [CITY], [STATE], [ZIP CODE] **Section 4.3 — Mailing Address** *(if different from above)* [MAILING ADDRESS / P.O. BOX], [CITY], [STATE], [ZIP CODE] **Section 4.4 — Change of Registered Agent** The corporation may change its registered agent or registered office address at any time by filing the appropriate form with the [STATE] Secretary of State in accordance with applicable state law. The corporation shall maintain a registered agent at all times as required by law. --- ## 6. Article V — Board of Directors **Section 5.1 — Initial Board of Directors** The corporation shall be managed by a Board of Directors. The numbe