Also known as: article of incorporation · articles of incorporations · certificate of incorporation
Written by attorneys · grounded in primary & secondary sources — see below
A governing document that sets forth the basic terms of a corporation's existence, including the number and classes of shares and the purposes and duration of the corporation.
Amelia Amari and two colleagues prepared articles for Apollo Energy that listed multiple classes of stock but omitted any statement of the number of shares authorized to issue. The secretary of state rejected the filing. The omission prevented formation because the articles failed to supply the mandatory information required for valid incorporation.
Alexis Archer amended the articles of Apex Dynamics to create a plastics trading division. The amendment allowed the company to expand into unrelated lines of business. The change in the articles enabled the corporation to pursue the new activity without ultra vires challenges.
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Ariana Azizi proposed amendments to the articles of Aether Technologies that added new director qualification rules. The board adopted the amendments after shareholder notice. The articles changes altered eligibility standards for future board service.
Antonio Alvarado sought to expand the board of Arcadia Retail by amending the articles to increase the maximum number of directors. The board responded with defensive measures. The articles provision supplied the authority for the proposed increase.
Alexandra Armstrong's board of Apollo Energy considered selling the company after receiving an acquisition offer. The articles contained a broad purpose clause that permitted the transaction. The clause confirmed the board's power to pursue the sale.
Andrew Avery's board of Apex Dynamics adopted a defensive restructuring under authority granted in the articles. The plan included new share classes and voting provisions. The articles language supplied the basis for implementing the measures.
Corporate existence begins when the articles of incorporation are filed by the secretary of state unless the articles specify a delayed effective date. Filing provides conclusive evidence that all conditions precedent have been satisfied.
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The articles must set forth the corporate name, the number of shares the corporation is authorized to issue, the street and mailing addresses of the initial registered office, the name of the initial registered agent, and the name and address of each incorporator.
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Defects in the articles do not prevent formation once the secretary of state files the document. The corporation must later amend the articles to cure the defects or face possible administrative sanctions.
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Bylaws may contain any provision not inconsistent with law or the articles of incorporation. Provisions in the bylaws that conflict with the articles are unenforceable.
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…be managed by or under the direction of a board of directors, except as may be otherwise provided in this chapter or in its certificate of incorporation. If any such provision is made in the certificate of incorporation, the powers and duties conferred or imposed upon the board of directors by this chapter shall be exercised or performed to…