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Article of Incorporation Provision - Close Corporation

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This Election to be a Statutory Close Corporation should appear in the articles of incorporation. Such a provision will help ensure that the corporation gains and maintains its status as a Statutory Close Corporation. The form contains standard clauses, however, additional terms and conditions can be added making it fully customizable to fit the needs of the user. Use this form as an addition to Articles of Incorporation if the shareholders and the Board of Directors would like to vote to have the option of the corporation becoming a Close Corporation.

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									This Election to be a Statutory Close Corporation should appear in the articles of
incorporation. Such a provision will help ensure that the corporation gains and
maintains its status as a Statutory Close Corporation. The form contains standard
clauses, however, additional terms and conditions can be added making it fully
customizable to fit the needs of the user. Use this form as an addition to Articles of
Incorporation if the shareholders and the Board of Directors would like to vote to have
the option of the corporation becoming a Close Corporation.
         Article of Incorporation Provision - Statutory Close Corporation

Election to be a Statutory Close Corporation. The Corporation shall be a Statutory Close
Corporation. All of the Corporation's issued stock, exclusive of treasury shares, shall be held of
record by not more than 30 persons. All of the issued stock of all classes shall be subject to one
or more of the restrictions on transfer permitted by Section 202 of the General Corporation Law.
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.

[Comment: This provision is particular to the state of Delaware. 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]




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