Articles of Incorporation Statutory Close Corporation

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Articles of Incorporation Statutory Close Corporation Powered By Docstoc
					This document provides for the incorporation of a close corporation, which is a
corporation with a limited number of shareholders. This document should be filed with
the Secretary of State along with the necessary filing fees. As drafted this document
provides for the company to incorporate under the laws of Delaware and contains
standard provisions such as the amount of capital stock and a limitation of no more than
20 stockholders. Specific terms can be inserted to ensure a tailored final product that
fits the needs of the drafting partners.
Articles of Incorporation of ______________ [Instruction: insert name of corporation], Inc.
                               a Statutory Close Corporation


1. Name. The name of this Corporation is ______________ [Instruction: insert name of
corporation], Inc., a statutory close corporation.

2. Registered office and agent. Its registered office in the State
of__________________________ [Instruction: insert state]. is to be located at
__________________________ [Instruction: insert address]. The registered agent in charge
thereof is ______________ [Instruction: insert name of registered agent].

3. Business purposes. The nature of the business and the objects and purposes proposed to be
transacted, promoted, and carried on are to engage in any lawful act or activity for which
corporations may be organized under the General Corporation Law of
__________________________ [Instruction: insert state].

[Comment: Each state has different laws pertaining to statutory close corporations. You
must determine the statute that is particular to the state of your statutory close
corporation. Or better yet, you should review whether a similar document for your
particular state is available for purchase on Docstoc, because it might have other or
additional particular provisions that are specific and applicable to the laws of that state].

4. Capital stock. The amount of total authorized capital stock of this Corporation is
$______________ [Instruction: insert initial capital] divided into ______________
[Instruction: insert number of shares] shares, of $______________ [Instruction: insert value
of each share] each.

5. Incorporator. The name and mailing address of the incorporator is as follows:

__________________________________ [Instruction: insert name and mailing address]

6. Directors. The powers of the incorporator are to terminate upon the filing of the Certificate of
Incorporation, and the names and addresses of the persons who are to serve as directors until the
first annual meeting of stockholders or until their successors are elected and qualified are as
follows:
__________________________________ [Instruction: insert name and mailing address]
__________________________________ [Instruction: insert name and mailing address]

[Comment: insert additional lines if needed]

7. Number of stockholders. All of the Corporation's issued stock, exclusive of treasury shares,
shall be held of record by not more than 30 persons.


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8. Restrictions on transfer. All of the issued stock of all classes shall be subject to one or more of
the restrictions on transfer permitted by law.

9. Restriction on public offering. The Corporation shall make no public offering of any of its
stock of any class which would constitute a “public offering” within the meaning of the United
States Securities Act of 1933, as it may be amended from time to time.

I, the undersigned, for the purpose of forming a corporation under the laws of the State of
__________________________ [Instruction: insert address]., do make, file, and record this
Certificate, and do certify that the facts herein stated are true; and I have accordingly hereunto
set my hand on _________________ [Instruction: insert date].


________________________ [Instruction: sign and print name].




© Copyright 2013 Docstoc Inc.                                                                        3
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Description: This document provides for the incorporation of a close corporation, which is a corporation with a limited number of shareholders. This document should be filed with the Secretary of State along with the necessary filing fees. As drafted this document provides for the company to incorporate under the laws of Delaware and contains standard provisions such as the amount of capital stock and a limitation of no more than 20 stockholders. Specific terms can be inserted to ensure a tailored final product that fits the needs of the drafting partners.