Agricultural Implements Corporation

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Agricultural Implements Corporation Powered By Docstoc
					This document sets forth the legal formation of an agriculture implements corporation. It
contains standard language, such as the name and address of the company, needed to
incorporate a company under state law. This document provides an opportunity for
customization and allows the drafting party to include information such as the number of
shares or stock authorized to be issued. This document is useful to an individual or
group seeking to establish a corporate entity.
         AGRICULTURAL IMPLEMENTS CORPORATION
CERTIFICATE OF INCORPORATION EFFECTIVE THE _____ DAY OF ________, 2___.
[Instruction: Insert date.]

   THE UNDERSIGNED, for the purpose of associating and establishing a company for the
transaction of business and the promotion and conduct of the purposes stated below, and
pursuant to the laws of the State of __________, [Instruction: Insert state.] have prepared,
executed and filed this written Certificate of Incorporation and hereby acknowledge and certify
the following information:

1. The Name of the Company is ______________________ [Instruction: Insert Company
   Name.] (the “Company”) and it was duly incorporated on the _____ day of _____________,
   _____ [Instruction:    Insert incorporation date.] under the laws of the State of
   _____________ [Instruction: Insert state.] applicable therein.

2. The principal place of business of the Company shall be located in the County of
   _______________________ [Instruction: Insert County name.] and the City of _____.
   [Instruction: Insert City name.] The address of the principal office of the Company and
   its resident agent is _____. [Instruction: Insert principal office address.]

3. The Company has appointed _____________________ [Instruction:           Insert name of
   registered agent.] as it registered agent for service. The agent for service’s address is
   _________________ [Instruction: Insert registered agent’s address.] and telephone
   number _______________. [Instruction: Insert registered agent’s phone number.]

4. The objects of, the nature of the business of, and purposes to be transacted, promoted or
   carried on by the Company are as follows:

          a. to manufacture, buy, sell and deal in agricultural equipment, machinery, tools and
             implements of all kinds, home freezers, household refrigerators, milk coolers, all
             kinds of cooling or refrigerating equipment, air conditioning equipment of all
             kinds, and all devices, materials and articles used or intended for use in
             connection with those machines or equipment, and to produce, manufacture, buy,
             sell and deal in any and all materials used in connection with the manufacture,
             purchase, sale or dealings of any of those articles and all ancillary matters related
             thereto ;

          b. to make application for and obtain, register, lease or otherwise acquire or assume,
             and to hold, use, operate, sell, license, assign or otherwise dispose of, as the case
             may be, any license, trademark, trade name, business name, patents, inventions,
             improvements, processes or formula, trade secret or any intellectual property
             which is or may be used by the Company in connection with its business; and

          c. to subscribe for, purchase, acquire, own, hold, sell and dispose of, shares of the
             capital stock and the bonds and other evidences of indebtedness of any company



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               or other entity duly incorporated and organized under the laws of the State of
               __________________ [Instruction: Insert state.] or any other state, territory or
               country.

            d. to aid in any manner any company or other business entity duly incorporated or
               otherwise, whose stock, bonds or other obligations are in any manner held or
               guaranteed by the Company, and to do any other acts or things for the
               preservation, protection, improvement or enhancement of the value of any such
               stock, bonds, or other obligations, or to do any acts or things designed for any
               such purpose; and, while owner of any such stock, bonds or other obligations, to
               exercise all the accompanying rights, powers and privileges of ownership of, and
               to exercise any and all accompanying voting power.

     The foregoing shall be deemed the objects and powers of the Company and are subject to
amendment. Further it is hereby expressly provided that the above enumeration of specific
powers shall not be held to limit or restrict in any manner the powers of the Company.

5. Without in any particular way limiting any of the objects or powers of the Company, it is
   hereby expressly declared that the Company shall have power to issue bonds and other
   obligations as it deems fit and necessary for the payment of any property, including real
   property, or for any other object in or about its business. The Company shall have the right
   and power to mortgage or pledge any stocks, bonds or other obligations or any property
   which may be acquired by it, to secure any bonds or other obligations by it issued or
   incurred, and shall have the power and right to grant as it sees fit, any guarantees in respect
   of dividends or bonds or contracts or other obligations. The Company shall have the right to
   make and perform contracts of any kind and description; and in carrying on its business, or
   for the purpose of attaining or furthering any of its objects, to do any and all other acts and
   things, and to exercise any and all other powers which a co-partnership or natural person
   could do and exercise, and which now or in the future may be authorized by law.

6.    The Company shall have the right to conduct its business in the areas of
     _______________________________. [Instruction: Insert location.] [Optional language:
     The Company shall have power to conduct its business in any of the States, Territories
     or Colonial Possessions of the United States, and in foreign countries, and to have one
     or more offices out of the State of _________, and to hold, purchase, sell, transfer and
     mortgage any real and personal property, both in and out of the State of _________, for
     any of the purposes of its business.]

7. The Company shall have the right and power to hold, purchase, sell, transfer and mortgage
   any real or personal property.

8. The authorized capital of the Company shall consist of ______________________.
   [Instruction: Insert information regarding authorized stock. Describe number of
   shares, and if varied types (for example, preferred and common), describe the
   differences between classes.]




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9. The authorized capital of the Company may be issued from time to time in one or more series
   of any number of shares. The rights, privileges and restrictions attaching to each class of
   shares are as follows:

(a)   in respect to the _________________ shares, the rights, privileges and restrictions
      attaching thereto are ________________________________________________;

(b)   in respect to the ____________________ shares, the rights, privileges and restrictions
      attaching           thereto         are           _______________________________.
      [Instruction: Insert as applicable the rights, privileges and restrictions attaching to
      each class of shares.]

10. Pursuant to the laws of the governing jurisdiction, the Company shall have the right and
    power to amend any of its bylaws. [Comment: Document should state whether or not
    bylaws can be changed by Board of Directors without shareholder consent.]

11. Subject to the provisions of this Certificate of Incorporation and except as otherwise
    provided by law, the shares in the capital of the Company, regardless of class, may be issued
    for such consideration and for such corporate purposes as the Board of Directors may from
    time to time determine.

12. Any holder of stock of the Company shall have any pre-emptive right with respect to stock
    of the Company. [Option: Can state “No holder of stock of the Company shall have any
    pre-emptive right with respect to stock of the Company.]

13. The incorporators of the Company are as follows:

      Name: _____
      Address: _____

      Name: _____
      Address: _____
      [Instruction: Insert names and addresses of incorporators.]

14. The Company’s existence shall be perpetual.

15. The private property of the shareholders of the Company shall not be subject to the payment
    of corporate debts to any extent whatsoever.

16. The directors of the Company shall be elected annually by the shareholders and shall hold
    office, unless such director resigns or is otherwise removed, until the next annual meeting of
    shareholders and until their respective successors are duly elected.

17. The number of directors of the Company shall be fixed from time to time by, or in the
    manner provided in, it’s Bylaws and may be increased or decreased as there provided.
    Notwithstanding the foregoing, the number of directors of the Company shall be a minimum
    of ______ directors and a maximum of ________ [Instruction: Insert minimum and


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   maximum number of directors. State regulations should be consulted to determine
   whether or not statute requires either minimum or maximum number.] directors.

18. A quorum at a meeting of directors shall be a majority of the number of directors elected to
    the board of directors. The Board of Directors shall have the power to hold meetings as set
    forth in the Bylaws.

19. A quorum at a meeting of shareholders of the Company shall be a majority of shareholders
    entitled to vote at a meeting of the shareholders, as set forth in the Bylaws.

20. The Company shall have the right to increase its authorized capital upon the shareholders of
    the Company authorizing such amendment by way of resolution at a meeting of the
    shareholders.

21. The board of directors shall have all of the powers which are conferred upon them by the
    shareholders of the Company which are more particularly set out on SCHEDULE “A”
    annexed hereto.

22. The books and records of the Company shall be kept at __________________. [Instruction:
    Insert location for books and records.]

23. The Company shall have the right and power to authorize the borrowing of money; the
    issuance of bonds, notes, debentures and other obligations or evidences of indebtedness of
    the Company, secured or unsecured, and the inclusion of provisions as to redeemability and
    convertibility into shares of stock of the Company or otherwise; and the mortgaging or
    pledging, as security for money borrowed or bonds, notes, debentures or other obligations
    issued by the Company, of any property of the Company, real or personal, then owned or in
    the future acquired by the Company, as well as those rights and powers previously
    enumerated herein.

24. The Company reserves the right at any time and from time to time to amend, alter, change or
    repeal any provision contained in this Certificate of Incorporation, and other provisions
    authorized by the laws of the State of _________ [Instruction: Insert state.] at the time in
    force may be added or inserted, in the manner now or in the future prescribed by law; and all
    rights, preferences and privileges of whatever nature conferred upon shareholders, directors
    or any other persons whomever by and pursuant to this Certificate of Incorporation.

       DATED this ____ day of ___________________, 2______.

                                                    (COMPANY)
                                                    Per:



                                                    Name:
                                                    Title:
                                                    I have authority to bind the Company.


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                                  SCHEDULE “A”

                                POWERS OF DIRECTORS




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DOCUMENT INFO
Description: This document sets forth the legal formation of an agriculture implements corporation. It contains standard language, such as the name and address of the company, needed to incorporate a company under state law. This document provides an opportunity for customization and allows the drafting party to include information such as the number of shares or stock authorized to be issued. This document is useful to an individual or group seeking to establish a corporate entity.