Free Articles of Incorporation Template
Legally form your corporation in any US state with professionally drafted Articles of Incorporation. Define your stock structure, appoint directors, designate a registered agent, and establish governance provisions with our comprehensive template.
Wilmington, DE 19801
Dover, DE 19904
National Registered Agents Inc.
160 Greentree Drive, Suite 101
Dover, DE 19904
The registered agent is a registered agent service authorized to accept service of process, official correspondence, and legal notices on behalf of the Corporation during normal business hours.
Contact: (800) 555-0199 | service@nrai-agents.com
Patricia L. Henderson, Attorney at Law
2400 Innovation Boulevard, Suite 800
Wilmington, DE 19801
The incorporator has executed these Articles of Incorporation and hereby affirms that the statements contained herein are true and correct to the best of their knowledge and belief.
Each share of Common Stock shall entitle the holder thereof to one (1) vote on all matters submitted to a vote of the shareholders. The holders of Common Stock shall be entitled to receive dividends when and as declared by the Board of Directors out of funds legally available therefor, subject to 8 Del. C. Section 170 (or the equivalent state-law limitations on dividends and distributions). Any issuance of Common Stock to founders, employees, or other purchasers shall comply with applicable federal and state securities laws, including Section 4(a)(2) of the Securities Act of 1933 and Rule 506 of Regulation D, 17 C.F.R. Section 230.506.
1. James R. Mitchell — 45 Venture Lane, San Francisco, CA 94105
2. Ava M. Okafor — 1200 Tech Park Drive, Austin, TX 78701
3. David S. Nakamura — 88 Innovation Way, Seattle, WA 98101
The number of directors may be increased or decreased from time to time by amendment to the bylaws, but shall never be less than the minimum number required by the laws of the State of Delaware.
Initial Officers:
President: James R. Mitchell
Secretary: Ava M. Okafor
Treasurer: David S. Nakamura
CEO: James R. Mitchell
Limitation of Liability: To the fullest extent permitted by 8 Del. C. Section 102(b)(7) (or the equivalent exculpation statute of the state of incorporation), no director of the Corporation shall be personally liable to the Corporation or its shareholders for monetary damages for breach of fiduciary duty as a director. Pursuant to the August 2022 amendment to Section 102(b)(7)(v), this exculpation is also extended to officers identified in 8 Del. C. Section 3114(b) to the fullest extent the statute permits, except as expressly excluded therein (including direct claims by stockholders). This limitation shall not eliminate or limit the liability of a director or officer for: (i) any breach of the duty of loyalty to the Corporation or its shareholders (see Marchand v. Barnhill, 212 A.3d 805 (Del. 2019) and In re Caremark Int'l Inc. Deriv. Litig., 698 A.2d 959 (Del. Ch. 1996)); (ii) acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law; (iii) liability under 8 Del. C. Section 174 (or equivalent state statutes) for unlawful distributions; or (iv) any transaction from which such person derived an improper personal benefit.
Amendment: These Articles of Incorporation may be amended by a resolution of the Board of Directors followed by approval of a majority of the outstanding shares entitled to vote thereon at a duly called meeting of shareholders, or by written consent of the shareholders, in accordance with 8 Del. C. Section 242 (or the equivalent amendment statute of the state of incorporation). Shareholders dissenting from certain fundamental amendments or mergers may be entitled to appraisal rights under 8 Del. C. Section 262.
Banking Resolutions: The officers of the Corporation are hereby authorized and empowered to open and maintain bank accounts in the name of the Corporation at such financial institutions as the Board of Directors may designate, and to execute checks, drafts, and other instruments for the payment of money from such accounts, subject to any limitations or requirements that the Board of Directors may impose.
Borrowing Authority: The Corporation may borrow money, issue notes, bonds, or other obligations, and secure any of its obligations by mortgage, pledge, or other encumbrance of any or all of its property, upon authorization by resolution of the Board of Directors.
What Are Articles of Incorporation?
Articles of Incorporation are the foundational legal document filed with a U.S. state government to formally create a corporation. Also known as a Certificate of Incorporation or Corporate Charter in some American states, this document establishes the corporation as a separate legal entity with its own rights, obligations, and liability protections. Filing articles is the first step in the incorporation process and is required in every US state.
The articles define the essential characteristics of the U.S. corporation, including its name, purpose, stock structure, registered agent, and initial directors. They serve as the corporation's constitutional document, setting the framework for how the business will be governed. Once filed and approved by the American Secretary of State, the corporation can open bank accounts, enter into contracts, issue stock, and conduct business as a legal entity separate from its owners.
Properly drafted Articles of Incorporation protect U.S. founders by establishing clear ownership structures, limiting director liability, and providing indemnification provisions. They are especially important for corporations seeking outside investment, as American venture capitalists and institutional investors require specific stock provisions, preferred share classes, and governance protections before funding a U.S. startup.
What's Covered in This Template
Doxuno's Articles of Incorporation template includes all essential sections required to form a corporation in any US state. Each section is customizable to match your specific business needs, state requirements, and governance preferences.
Corporation Name & Suffix
State of Incorporation
Registered Agent
Incorporator Information
Stock Structure
Directors & Officers
Indemnification Provisions
Preemptive Rights
Corporate Duration
Amendment Process
S-Corp Election Intent
Banking & Borrowing
How to File Articles of Incorporation
Filing Articles of Incorporation involves several key decisions about your corporation's structure and governance. Our template walks you through each requirement step by step, ensuring your filing meets state requirements and establishes a strong legal foundation for your business.
- 1
Choose Your State and Corporation Name
Select the state where you want to incorporate and choose a unique corporation name. Verify name availability through your state's Secretary of State website. Include the required corporate designator such as Inc., Corp., Incorporated, Corporation, or Ltd. as required by state law. Consider Delaware or Nevada if you want specialized corporate law benefits.
- 2
Designate a Registered Agent
Appoint a registered agent who will accept legal documents, tax notices, and official correspondence on behalf of the corporation. The agent must have a physical street address in the state of incorporation and be available during normal business hours. You can use an individual, an attorney, or a professional registered agent service.
- 3
Define the Stock Structure
Specify the total number of authorized shares, par value per share, and whether you will have a single class of common stock or add preferred shares. Lower par values reduce filing fees in many states. If you plan to raise venture capital, including a class of preferred stock is strongly recommended for investor requirements.
- 4
Appoint Directors and Set Governance Rules
Name the initial board of directors and designate corporate officers such as President, Secretary, and Treasurer. Define governance provisions including director indemnification, limitation of liability, preemptive rights, cumulative voting, and the process for amending the articles. These provisions establish your corporate governance framework from day one.
- 5
File with the Secretary of State
Submit the completed Articles of Incorporation to the Secretary of State in your chosen state along with the required filing fee. Filing fees vary by state, ranging from approximately $50 to $500. Many states offer online filing for faster processing. Keep copies of all filed documents, the stamped approval, and your filing receipt for your corporate records.
Legal Considerations for US Articles of Incorporation
Articles of Incorporation are governed by each state's business corporation act, with most states following the Model Business Corporation Act (MBCA) as a framework. Understanding the legal requirements and strategic considerations ensures your corporation is properly formed and positioned for growth.
This template is provided for informational purposes and does not constitute legal advice. For complex corporate structures, multi-class stock arrangements, or professional corporations, consult a licensed business attorney in your jurisdiction.
Reviewed by legal professionals. The content on this page and the template clauses have been reviewed by licensed attorneys in the United States to ensure accuracy and legal soundness for standard corporate formation scenarios.
State-Specific Filing Requirements
Each U.S. state has its own requirements for Articles of Incorporation, though most American states follow the Model Business Corporation Act (MBCA). Delaware uses its own General Corporation Law (DGCL), which offers unique advantages such as the Court of Chancery for resolving corporate disputes. Filing fees, required provisions, and processing times vary significantly between U.S. states. Always verify your chosen state's specific requirements before filing.
Stock Structure and Par Value
The stock structure defined in your articles has significant legal and financial implications. Authorized shares set the maximum number of shares the corporation can issue. Par value affects state filing fees and franchise taxes in some states. Many startups use a low par value like $0.001 per share to minimize initial costs. If you plan to seek venture capital, including preferred stock provisions from the start avoids the need for costly amendments later.
Director Liability and Indemnification
Most U.S. states allow corporations to include provisions in their articles that limit or eliminate director liability for monetary damages arising from breaches of fiduciary duty, except in cases involving intentional misconduct or knowing violations of law. Broad American indemnification provisions help attract qualified directors and officers by protecting them from personal liability when acting in good faith on behalf of the U.S. corporation.
Frequently Asked Questions
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