The Articles of Incorporation is the document which is formally filed and maintained with the state of California. It establishes very basic elements of the corporation like the name and address of the corporation. It should also establish the number and classes of stock, and certain indemnification provisions.
ARTICLES OF INCORPORATION OF [ Company Name ]
The name of the corporation is [ Company Name ] (the “Corporation”).
The purpose of the corporation is to engage in any lawful act or activity for which a corporation may be organized under the General Corporation Law of California other than the banking business, the trust company business or the practice of a profession permitted to be incorporated by the California Corporations Code.
The address of the Corporation’s registered office in the State of California is [ Street, City, CA Zip ]. The name of its registered agent at such address is [ Incorporator Name ].
The aggregate number of shares which the Corporation shall have authority to issue is [ # of Authorized Shares ] shares of capital stock all of which shall be designated “Common Stock” and shall have no par value.
The business and affairs of the Corporation shall be managed by or under the direction of the Board of Directors. Elections of directors need not be by written ballot unless otherwise provided in the Bylaws of the Corporation.
(A) The liability of the directors of the corporation for monetary damages for breach of fiduciary duty as a director shall be eliminated to the fullest extent permissible under California law.
(B) The Corporation shall indemnify to the fullest extent permissible under California law any person made or threatened to be made a party to an action or proceeding, whether criminal, civil, administrative or investigative, by reason of the fact that he, his testator or intestate was a director or officer of the Corporation or any predecessor of the Corporation, or serves or served at any other enterprise as a director or officer at the request of the Corporation or any predecessor to the Corporation.
(C) Neither any amendment nor repeal of this Article VI, nor the adoption of any provision of the Corporation’s Articles of Incorporation inconsistent with this Article VII, shall eliminate or reduce the effect of this Article VII in respect of any matter occurring, or any action or proceeding accruing or arising or that, but for this Article VII, would accrue or arise, prior to such amendment, repeal or adoption of an inconsistent provision.
I, THE UNDERSIGNED
, being the sole incorporator herein named, for the purpose of forming a corporation pursuant to the General Corporation Law of the State of California, do make this certificate, herein declaring and certifying that this is my act and deed and the facts herein stated are true, and accordingly have hereunto set my hand this [
/s/ [ Incorporator Name ]
[ Incorporator Name ], Incorporator
This form has been prepared for general informational purposes only. It does not constitute legal advice, advertising, a solicitation, or tax advice. Transmission of this form and the information contained herein is not intended to create, and receipt thereof does not constitute formation of, an attorney-client relationship. You should not rely upon this document or information for any purpose without seeking legal advice from an appropriately licensed attorney, including without limitation to review and provide advice on the terms of this form, the appropriate approvals required in connection with the transactions contemplated by this form, and any securities law and other legal issues contemplated by this form or the transactions contemplated by this form.
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