Articles of Incorporation
Draft a filing-ready U.S. Articles of Incorporation tailored to the jurisdiction, capital structure, and stakeholder requirements.
Required Inputs
- Jurisdiction — state of incorporation (Delaware, Wyoming, home state, etc.)
- Corporate name — with required designator (Corp., Inc., Co., Ltd.); note any name reservation number
- Business purpose — general commercial or specialized (professional corp, regulated industry)
- Capital structure intent — founder-only common, VC-backed (blank check preferred), dual-class, S-corp
- Registered agent — name + physical street address in incorporation state (no P.O. boxes)
- Incorporator — name + mailing address
- Supporting docs — term sheets, cap tables, shareholder agreements, business plans (as available)
Quick Start
- Collect all required inputs above; flag any gaps before drafting.
- Verify corporate name is distinguishable from existing registrations in the jurisdiction.
- Draft articles following the structure below, selecting the applicable capital structure pattern.
- Include standard optional provisions (exculpation, indemnification) and any negotiated provisions.
- Add execution block and post-filing checklist as guidance appendix.
Article-by-Article Drafting
Article I — Corporate Name
State exact legal name with required designator. Confirm name availability; note reservation number if applicable.
Article II — Purpose
- Default (recommended): "to engage in any lawful act or activity for which corporations may be organized under [State] law"
- Narrow purpose when: VC docs restrict capital deployment to specific sectors; regulated industries require mandatory statutory language
- Include catch-all powers: acquire/dispose property, issue securities, contract, sue and be sued
Article III — Registered Agent and Office
Individual resident of the state OR commercial agent authorized in-state. Full physical street address required: street, suite/unit, city, county (if required), state, ZIP.
Article IV — Capital Structure
Select the applicable pattern:
Simple Common (founder/closely held)
- Authorized shares: 10M–100M; leave headroom for ESOP (10–20% fully diluted) and future rounds
- Par value: $0.001 or $0.0001 (affects Delaware franchise tax — lower par = less tax under authorized shares method)
- Voting: 1 vote/share · Dividends: board discretion, pro rata · Liquidation: pro rata after creditors
Blank Check Preferred (VC-backed)
- Authorize board to create series without shareholder vote
- Per-series board powers: dividend rate (cumulative/non-cumulative), liquidation preference (participating/non-participating), conversion ratio + anti-dilution, redemption terms, voting rights, protective provisions
- Authorize preferred ≥ common (commonly 1:1 ratio)
- Do NOT enumerate specific series in Articles — use Certificates of Designation at each round
Dual-Class Common (founder control)
- Class A: 1 vote/share (public/investor) · Class B: 10 votes/share (founder; converts to A on transfer)
- Specify whether classes vote together or separately by matter
S-Corp compliance: Single class only; ≤100 shareholders; eligible types only (no non-resident aliens, no entity shareholders except qualifying trusts/estates)
Article V — Incorporator
Name and mailing address. Ministerial role — signs, files, may conduct initial organizational meeting.
Article VI — Optional Provisions
| Provision | When to Include |
|---|
| Director exculpation | Always — eliminates duty-of-care monetary liability (not loyalty, bad faith, intentional misconduct) |
| Indemnification | Always — directors/officers, fullest extent permitted |
| Supermajority voting | Enhanced protection needed for mergers, asset sales, dissolution, charter amendments |
| Board classification | Staggered board for takeover defense or investor negotiation |
| Preemptive rights | Shareholders want pro rata maintenance on new issuances |
| No preemptive rights | Default for VC-backed; state expressly if jurisdiction implies them |
| Close corporation | Shareholder-managed structure in recognizing jurisdictions |
| Professional corporation | Licensed services (law, medicine, accounting); include authorized services, licensure requirements, transfer restrictions |
Execution Block
- Declaration citing applicable state corporation statute
- Incorporator signature line with printed name and date
- Notarization block only if required by jurisdiction (most states do not)
Post-Filing Checklist
Include as guidance appendix in deliverable:
Pitfalls and Checks
- Jurisdiction variance: Delaware DGCL, California Corp Code, Wyoming statutes differ on par value tax, required provisions, and permissive provisions — verify current statute for each filing state
- Delaware franchise tax: Authorized shares method taxes on share count; assumed par value capital method may yield lower tax for high-asset companies — [VERIFY current rates]
- Exculpation scope: Confirm jurisdiction permits duty-of-care liability elimination; identify state-specific exceptions [VERIFY per state]
- Professional corporations: Confirm state-specific licensure and ownership restrictions; some states prohibit non-licensed shareholders entirely
- S-election: Structural compliance in Articles is necessary but not sufficient — IRS Form 2553 required post-filing
- Scope boundary: Do NOT include bylaw-level details (meeting procedures, officer titles, quorum) — those belong in bylaws
- Conflicts: If term sheet or shareholder agreement conflicts with proposed charter terms, flag for client resolution before filing
