Articles of Incorporation
These Articles of Incorporation (the “Agreement”) are made and effective [DATE],
BY: [INCORPORATOR NAME] (the “Incorporator”), an individual / a corporation organized and existing under the laws of the [STATE/PROVINCE], with its head office located at:
AND: [REGISTERED AGENT NAME] (the “Registered Agent”), an individual / a corporation organized and existing under the laws of the [STATE/PROVINCE], with its head office located at:
1.ARTICLES OF INCORPORATION OF [CORPORATION NAME]
The undersigned subscriber to these Articles of Incorporation, a natural person competent to contract, hereby forms a corporation under the laws of the State of [STATE/PROVINCE].
The name of the corporation shall be:
3.NATURE OF BUSINESS
This corporation may engage in or transact any and all lawful activities or business permitted under the laws of [COUNTRY], the State of [STATE/PROVINCE], or any other state, county, territory or nation.
The maximum number of shares of stock that this corporation is authorized to have outstanding at any one time is [NUMBER] shares of common stock having a par value of [VALUE] per share.
The street address of the initial registered office of the corporation shall be: [ADDRESS] and the name of the initial Registered Agent for the corporation at that address is: [NAME]
The stock of this corporation is intended to qualify under the requirements of Section [NUMBER] of the [LAW OR CODE] and the regulations issued thereunder. Such actions as may be necessary shall be deemed to have been taken by the appropriate officers to accomplish this compliance.
7.TERM OF EXISTENCE
This corporation shall exist perpetually.
8.LIMITATION OF LIABILITY
Each director, stockholder and officer, in consideration for his services, shall, in the absence of fraud, be indemnified, whether then in office or not, for the reasonable cost and expenses incurred by him in connection with the defense of, or for advice concerning any claim asserted or proceeding brought
against him by reason of his being or having been a director, stockholder or officer of the corporation or of any subsidiary of the corporation, whether or not wholly owned, to the maximum extent permitted by law. The foregoing right of indemnification shall be inclusive of any other rights to which any director,
stockholder or officer may be entitled as a matter of law.
No contract or other transaction between the corporation and other corporations, in the absence of fraud, shall be affected or invalidated by the fact that any one or more of the directors of the corporation is or are interested in a contract or transaction, or are directors or officers of any other corporation, and any director or directors, individually or jointly, may be a party or parties to, or may be interested in
such contract, act or transaction, or in any way connected with such person or person’s firm or corporation, and each and every person who may become a director of the corporation is hereby
relieved from any liability that might otherwise exist from this contracting with the corporation for the benefit of himself or any firm, association or corporation in which he may be in any way interested. Any director of the corporation may vote upon any transaction with the corporation without regard to the fact
that he is also a director of such subsidiary or corporation.
This corporation shall have a minimum of [NUMBER] director(s). The initial Board of Directors shall consist of:
[NAME] and [FUNCTION]
[NAME] and [FUNCTION]
10.DESIGNATION OF AND ACCEPTANCE BY REGISTERED AGENT
The Registered Agent agrees and accepts service of process; to keep the office open during prescribed hours; to post my name (and any other officers of said corporation authorized to accept service of process at the above designated address) in some conspicuous place in the office as required by law.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement on the date first above written.
INCORPORATOR REGISTERED AGENT
Authorized Signature Authorized Signature