Modifications may be required as the business grows and develops. Authorized Signatures. Such a violation can actually allow the Secretary of State to invalidate the business as a separate legal entity in some serious circumstances. Difference Between Certificate of Incorporation and AOI, Other Advantages of Organizing as a Corporate Entity. In some states, officers or directors may change the articles of incorporation even if only these voting shareholders have concluded that they want to make changes. Further, boards should remember that the purpose statement in the articles does not need to be the charity’s current mission statement or the result of careful wordsmithing for marketing purposes. They are filed with the Secretary of State and must contain required information laid out by statute. The articles of incorporation are the primary legal document for the company, but the bylaws complement the articles of incorporation by providing additional details, procedures, and dispute resolution processes. Legal forms are available to create articles of incorporation and bylaws. You may well decide that an officer of your corporation will serve as the registered agent, and the address will be the corporation’s business location. Want High Quality, Transparent, and Affordable Legal Services? Changing contact names and addresses appropriately allows the Secretary of State to contact a business to notify its representatives of any legal matters, tax issues, and other important information. That is, the company has a corporate personality which is distinct from its members. The most common factor for incorporating a business is to have personal liability protection for the owners.3 min read. The limited liability the shareholders enjoy is one of the main advantages of forming a corporation. Incorporation makes it much easier to raise capital for your business. For many small businesses, there will be just one incorporator. Other states do not have mandatory legal forms, but require the business to provide specific information as laid out by statute. (For more information, check What is a Registered Agent. to defend human and civil rights secured by law, or; to combat community deterioration and juvenile delinquency. Otherwise, a description of the corporation’s purpose (e.g., a specific purpose statement) is optional. If officers or directors do not change this information, then third parties will have no valid way to contact the business, which can be a problem from both a practical and legal perspective. If your state does require more specificity, you nevertheless should try to be as general as possible. You may also miss some important points in your state's law. In most of the states, the secretary of state regulates the corporate affairs. ), Registered Agent. SC asked to nullify Civil Code’s bastardy provision, Expert proposes 3 changes to the Constitution, Disbarring a disbarred lawyer? If you want further information about articles of incorporation in your particular state, as well as other steps involved in forming a corporation, check the 50-State Guide to Forming a Corporation. Makes sense to me. An incorporator is a person or company that is responsible for incorporating a business; an incorporator is not necessarily the same as a corporation officer or director. We can help you with the documents you need to create your corporation and keep up with necessary changes as your business grows and develops. The plaintiff had more than ample time to locate them for its purpose. The proposed changes can sometimes be circulated at the voting meeting or just before the voting meeting as well. When there's only one shareholder, that person has control over the business. Articles of incorporation are legally necessary documents to create a corporation, whether it is for-profit or nonprofit. Usually, the Secretary of State for the state in which the company is incorporated will have a link on their website that provides information about filing amendments. Transferring the ownership of proprietorship and partnership businesses can be quite cumbersome. It has its own legal standing and that standing is separate from its owners. Providing the name of your corporation may seem simple. Being incorporated means that the business is a separate legal entity compared to the company’s directors, officers, and owners. A general statement such as “The purpose of the corporation is to engage in any lawful activity for which corporations may be incorporated in this state” is usually sufficient. From the juristic point of view, a company is a legal person distinct from its members [Salomon v. Salomon and Co. Ltd. (1897) A.C 22]. [4] For the purpose of attachment, growing crops are to be attached in the same manner as realty. Filing Articles of Incorporation. Was this document helpful? The articles of incorporation are dominated with very general details of a corporation. What is meant by duplicate ownership. Some people recommend incorporating in the three states that are known as being the most small-business-friendly. The owners are referred to as shareholders and the people who manage it are called the officers and directors of the corporation. You can easily transfer the ownership by transferring your shares. Shareholder control isn't complete because they don't have a direct hand in managing the business. What Is the Purpose of the Incorporation Process. If you need help with the meaning of jurisdiction of incorporation, you can post your legal need on UpCounsel's marketplace. Oriño punished for negligence as substitute lawyer, ABOUT US - PROJECT JURISPRUDENCE PHILIPPINES, PRIVACY POLICY - www.projectjurisprudence.com. A few Jurisprudence Question papers are reproduced hereunder. Hire the top business lawyers and save up to 60% on legal fees. View our business formation and amendment-related documents. As an example, when filing for Incorporation companies might have to provide paperwork to the Secretary of State or another state agency that provides a similar function. The variety of offerings are often appealing to investors who prefer different types of stock. The articles of incorporation (also called a charter, certificate of incorporation or letters patent) are filed with the appropriate state office, listing the purpose of the … Use the steps below to change a business’s articles of incorporation. In some states, the information on this website may be considered a lawyer referral service. This is simply the main location for your business. The information provided on this site is not legal advice, does not constitute a lawyer referral service, and no attorney-client or confidential relationship is or will be formed by use of the site. The first articles never really “go away.” Instead, they are altered by the amendment. And, if you want even more detailed explanations regarding articles of incorporation or related corporation matters, check Incorporate Your Business, by Anthony Mancuso (Nolo) and The Small Business Start-Up Kit: A Legal Guide, by Peri H. Pakroo (Nolo). For businesses that don't have at least 5 shareholders, it's best to incorporate in the state where you reside or the state where you plan to operate the business. The Bill of Rights—comprised of the first ten amendments to the Constitution—originally applied only to the federal government. For some small businesses, the extra fees and time spent filing paperwork end up costing more than the little bit saved on taxes due. A corporation gives the personal liability protection to its owners, which means the owners cannot be held personally accountable for corporate liabilities.