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Corporate Articles & Bylaws

This information about Corporate Articles and Bylaws is presented for educational purposes only. We suggest you talk to your attorney or accountant to see if this information would be beneficial to you and your business needs

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UNDERSTANDING: To have a fully operating Corporation that meets all-important requirements of the corporation codes and laws in all 50 States, a lot more information needs to be included in such things as the Articles of Incorporation (authorization to form the company) and the Corporate Bylaws (the authorization and requirements to run the company). Below are listed the normal items and information included in the Articles of Incorporaiton and the all-important Corporate Bylaws.

IMPORTANCE: Far too many people who incorporate a small business fail to realize the importance of content for both the Articles of Incorporation and the Corporate Bylaws. Most internet providers use a standard shelf outline and content for corporate papers without the knowledge of what stands up in a court of law when the corporation's veil is being threatened, and during serious IRS aduits to see if your corporation is really a separate entity or an "alter ego" of the owners(s).

CONTENT: The content of the Articles of Incorporation are extremely important since this is how the corporation is set up and if it does not meet all the requirements (not just the minimal), the corporate veil may well be pierced in an attack. Similarly, the content of the Bylaws, how they are worded, and what they contain, are equally limportant to ward off attacks on the entity. Compare the full content of both shown below with any other corporate structure. The more protection you invoke in the written Articles of Incorporation and the Corporate Bylaws, the safer you will be, the more strength your limited liability will have, and the more resiliant to corporate attacks your corporation will be.

Articles of Incorporation

1. Name of the corporation
2. Structure of Perpetuity
3. Purpose/business of the Corporation
4. Location of the Corporation's business office
5. Registered Agent, Address and Signature
6. List of Shareholders
7. List of Initial Board of Directors
8. List of Officers
9. Stock issuance & par value
10. List of Incorporators
11. Right to include future additional Directors/Officers
12. Voting rights of Shareholders & Directors
13. Grant of Preemptive Rights
14. Type of ocorporation being rganized
15. Corporate Bylaw structure
16. Bylaw amendment rights
17. Filling Director vacancies
18. Indemnification rights
19. Non-liability provisioins
20. Stock purchase allowances
21. Signature blocks
22. Notarization blocks

Corporate Bylaws

1. Name of Corporation, Conditions of formation, and Names of initial Board Members
2. Certificate of Incorporation
3. Locaton of corporate office(s)
4. Explanation of Shareholder responsibilities
5. Explanation of Director/Officer responsibilities
6. Roles, rights and functions of Officers
7. Restrictions of managers
8. Indemnity and Liability of Shareholders, Directors & Officers
9. Contracts, loans, deposits and checks
10. Share certificates and their transfers
11. Fiscal year determination
12. Dividend rules
13. Use and rights of corporate seal
14. Waiver of notice to meetings
15. Voting transferred or proxy shares
16. Amending Bylaws
17. Profits, loses, allocations and distributions
18. Registered Agent Acceptance, including address & signatures
19. Non-competitive clauses & covenants
20. Banking, Bank Accounts, and Accounting
21. Records and Tax Reports
22. Incompetence or Death of Shareholders, Directors or Officers
23 .Liability of Shareholders, Directors & Officers
24. Assignment of Stock, its distributions and limitations
25. Benefits and their provisions, rules, and definitions

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LEARN ABOUT MINUTES/RESOLUTIONS
LEARN ABOUT NAMING YOUR COMPANY
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DISCLAIMER: The information provided on this site is for informational purposes only and is NOT to be relied upon as legal advice. This service is not a substitute for the advice of an attorney and we encourage users to have all documents created on our site reviewed by an attorney. No attorney-client relationship is established by use of our online forms system and the user is not to rely upon any information found anywhere on our site. THESE FORMS AND ENTITIES ARE SOLD ON AN "AS IS" BASIS WITH NO WARRANTIES OR GUARANTIES. If you wish personal assistance in deciding whether the document or entity found on our site is right for you or desire representations and warranties upon the legality of the document you are purchasing in the jurisdiction you will be using it, contact an attorney licensed to practice law in your state

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