Sample Article Of Incorporation: Ask Your Incorporation Agent What Is Right In Your Case!

Please note that this is merely a sample article of incorporation and should not be used as a template for your own.

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ARTICLE I
 

Name of the organization [The name of this organization is]

ARTICLE II
 

Purpose
 

The Corporation is formed exclusively for __________ within the meaning of section ________ of the Internal Revenue Code, including, for such purposes, _______ or the corresponding section of any future Internal Revenue law.

The Corporation will:
 

1. assist in
2. develop and distribute
3. participate in
4. promote the
5. establish and sustain
    

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ARTICLE III
 

Organization – Finance
 

The organization ________ will be formed as a [type of corporation]Accordingly, stock in the Corporation , and shares shall be issued as follows:
 

The Corporation:
owns or holds interest in ______________,owns personal property in the form of cash and deposit accounts valued at ______ as of ________. shall be funded by _________________
 

The Corporation is organized on a membership / shareholder / partnership basis.
 

ARTICLE IV
 

Address –Resident Agent
 

The address of theCorporation’s registered office is:
______________________________________________________
 

The Corporation’s permanent mailing address:
____________________________________________
 

The name of theresident agent at the registered office is _________________
 

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ARTICLE V
 

Incorporators
 

The original incorporators were:
 

1. or however many
 

ARTICLE VI
 

Activities Not Consistent With The Type Of Corporation:
 

1. or however many
 

ARTICLE VII
 

Any Activities Prohibited
 

1. or however many

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ARTICLE VIII
 

Indemnification of Directors & Officers
 

The corporation shall indemnify any director or officer of the corporation who was or is a party or is threatened to be made a party to any threatened, pending, or completed action, suit, or proceeding by reason of the fact that he or she is or was a director or officer, or is or was serving at the request of the corporation in another capacity, to the fullest extent permitted by _________________ the Internal Revenue Code. The corporation may indemnify persons who are not directors or officers to the extent authorized by resolution of the Board of Directors or by contractual agreement authorized by the Board of Directors...
 

ARTICLE IX
 

Limitation of Personal Liability for Directors
 

If any such clause needs to be inserted. These are examples of articles of association only.
e.g. If, after the adoption of this Article, shall, to the fullest extent permitted by the state Corporation Act, not be liable to the corporation or its members, as so amended. No amendment to or alteration, modification or repeal of this Article [sample article of incorporation only] shall increase the liability or alleged liability of any volunteer director or officer of the corporation for or with respect to any acts or omissions of such director or officer occurring prior to such amendment, alteration, modification or repeal.
 

ARTICLE X
 

Assumption of Liability for Acts of Executives
 

If the corporation so desires e.g. No amendment or repeal of this article shall reduce the scope of the corporation's assumption of liability under this article for or with respect to any volunteer's acts or omissions that occur before such change.

Talk to the experts. Don't look only at this sample article of incorporation only.

ARTICLE XI
 

Conflicts In Governance Documents
 

In case of a conflict between the terms and provisions of these Articles and the terms and provisions of the Bylaws adopted by the Corporation, the terms and provisions of the Articles shall govern and control. 

ARTICLE XII

Dissolution

The voluntary or involuntary dissolution of the Corporation shall be in accordance with the provisions of _____________.

After having satisfied all legal obligations of the Corporation, the remaining assets shall be disposed of by distribution to government and/or entities deemed most likely to honor the original purposes of the name of organization.

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