ARTICLES OF INCORPORATION
OF [CORPORATION NAME], INC.
(A California Corporation)
Effective Date: [EFFECTIVE DATE]
[// GUIDANCE: File these Articles of Incorporation (the “Articles”) with the California Secretary of State on or before the Effective Date. Confirm availability of the corporate name with the California Secretary of State prior to filing.]
TABLE OF CONTENTS
- Definitions
- Name
- Agent for Service of Process
- Purpose
- Capitalization
- Board of Directors
- Limitation of Liability
- Indemnification
- Business Combination Statute Election (If Applicable)
- Exclusive Forum Selection; Jury Waiver
- Amendments
- Incorporator
- Miscellaneous
1. DEFINITIONS
For purposes of these Articles, the following terms have the meanings set forth below; capitalized terms used but not defined herein have the meanings ascribed to them in the California Corporations Code (the “Corporations Code”).
“Articles” means these Articles of Incorporation, as amended or restated from time to time.
“Corporation” means [CORPORATION NAME], Inc., a California corporation.
“California Courts” means the state courts of the State of California.
2. NAME
The name of the corporation is [CORPORATION NAME], Inc. (the “Corporation”).
3. AGENT FOR SERVICE OF PROCESS
The name of the Corporation’s initial agent for service of process in the State of California is [AGENT FOR SERVICE OF PROCESS NAME], and the agent’s street address is [AGENT STREET ADDRESS, CITY, COUNTY, CALIFORNIA ZIP].
[// GUIDANCE: A P.O. Box is insufficient. The agent must maintain a physical street address in California.]
4. PURPOSE
The Corporation is organized to engage in any lawful act or activity for which a corporation may be organized under the California Corporations Code.
5. CAPITALIZATION
5.1 Authorized Shares. The total number of shares of capital stock that the Corporation is authorized to issue is [TOTAL AUTHORIZED SHARES] shares, each with a par value of [$0.000[X] per share], all of which shall be designated as Common Stock.
[// GUIDANCE: Insert additional classes/series of Preferred Stock if desired, together with designations, powers, preferences, and rights, or reserve “blank-check” authority to the Board to the extent permitted by the California Corporations Code.]
5.2 No Preemptive Rights. No holder of stock of the Corporation shall have any preemptive or preferential right to purchase or subscribe for any unissued stock or other securities of the Corporation, unless and except as any such right may be provided for by resolution of the Board of Directors (the “Board”) or in one or more agreements approved by the Board.
6. BOARD OF DIRECTORS
6.1 General Powers. The business and affairs of the Corporation shall be managed by or under the direction of the Board, except as otherwise provided by law or these Articles.
6.2 Number. The number of directors shall be fixed from time to time by resolution of the Board in the manner provided in the Bylaws of the Corporation.
6.3 Election and Term. Directors shall be elected at each annual meeting of stockholders for a term expiring at the next annual meeting of stockholders and until their successors are duly elected and qualified, unless the Articles or Bylaws provide for a classified board to the extent permitted by the California Corporations Code.
6.4 Vacancies. Vacancies and newly created directorships may be filled only by a majority of the directors then in office, although less than a quorum, or by a sole remaining director.
7. LIMITATION OF LIABILITY
To the fullest extent permitted by the California Corporations Code, as it may be amended or replaced, the personal liability of the Corporation’s directors for monetary damages for breach of fiduciary duty as a director is eliminated or limited. This limitation does not apply to the extent such limitation is not permitted under the California Corporations Code, including for:
a. acts or omissions not in good faith, or which involve intentional misconduct or a knowing violation of law;
b. a breach of the duty of loyalty to the Corporation or its stockholders;
c. any transaction from which the director derived an improper personal benefit; or
d. liability for unlawful distributions to the extent imposed by applicable law.
If the California Corporations Code is amended to authorize corporate action further eliminating or limiting the personal liability of directors, then the liability of a director of the Corporation shall be eliminated or limited to the fullest extent permitted by the California Corporations Code, as so amended.
[// GUIDANCE: California does not generally permit charter-based exculpation for officers. If officer exculpation becomes permissible, tailor this Article accordingly.]
8. INDEMNIFICATION
8.1 Right to Indemnification. The Corporation shall indemnify, to the fullest extent permitted by the California Corporations Code, any person who was or is made or is threatened to be made a party to any proceeding by reason of the fact that such person is or was a director or officer of the Corporation, or while a director or officer is or was serving at the request of the Corporation in any capacity for another enterprise (“Indemnitee”), against all liabilities and expenses reasonably incurred by such Indemnitee in connection with such proceeding.
8.2 Advancement of Expenses. The Corporation shall, to the fullest extent permitted by applicable law, advance to any Indemnitee expenses (including attorneys’ fees) incurred in defending any proceeding in advance of its final disposition, upon receipt of an undertaking by or on behalf of such Indemnitee to repay all amounts so advanced if it shall ultimately be determined that such Indemnitee is not entitled to be indemnified.
8.3 Non-Exclusivity. The rights to indemnification and advancement of expenses provided by this Article 8 shall not be exclusive of any other rights that any person may have.
8.4 Insurance. The Corporation may purchase and maintain insurance on behalf of any Indemnitee whether or not the Corporation would have the power to indemnify such person under the California Corporations Code.
[// GUIDANCE: Review any D&O insurance policy to confirm that indemnification and advancement obligations align with carrier requirements.]
9. BUSINESS COMBINATION STATUTE ELECTION (IF APPLICABLE)
The Corporation hereby elects [IN/OUT] of the applicability of any California business combination, control share, or similar anti-takeover statute that may apply to the Corporation.
[// GUIDANCE:
- For most privately held California corporations, there is no Delaware-style Section 203 election.
- If the Corporation will be publicly traded or subject to a specific statutory regime, consult counsel to tailor or delete this Article.
- If an election is included, specify the applicable statute and the precise opt-in/opt-out language required.]
10. EXCLUSIVE FORUM SELECTION; JURY WAIVER
10.1 Exclusive Forum. Unless the Corporation consents in writing to the selection of an alternative forum, the California Courts (or, if the California Courts lack subject-matter jurisdiction, the federal courts located in California) shall, to the fullest extent permitted by law, be the sole and exclusive forum for:
a. any derivative action or proceeding brought on behalf of the Corporation;
b. any action asserting a breach of fiduciary duty owed by any director, officer, employee, or agent of the Corporation;
c. any action asserting a claim arising under the California Corporations Code, these Articles, or the Bylaws; and
d. any action asserting a claim governed by the internal-affairs doctrine.
10.2 Personal Jurisdiction; Service of Process. Each person or entity purchasing or otherwise acquiring any interest in shares of the Corporation shall be deemed to have notice of, and consented to, the provisions of this Article 10.
10.3 Jury Trial Waiver. To the fullest extent permitted by applicable law, the stockholders of the Corporation waive any right to trial by jury in any action or proceeding brought in accordance with this Article 10.
[// GUIDANCE: Chancery Court proceedings are bench trials; the waiver reinforces stockholder consent to non-jury adjudication.]
11. AMENDMENTS
The Corporation reserves the right to amend, alter, change, or repeal any provision contained in these Articles, in the manner now or hereafter prescribed by the California Corporations Code, and all rights conferred on stockholders herein are granted subject to this reservation.
12. INCORPORATOR
The name and mailing address of the sole incorporator are:
Name: [INCORPORATOR NAME]
Address: [INCORPORATOR STREET ADDRESS, CITY, STATE ZIP]
13. MISCELLANEOUS
13.1 Severability. If any provision of these Articles is held invalid under applicable law, such invalidity shall not affect any other provision, and these Articles shall be construed as if such invalid provision were omitted.
13.2 Headings. Headings are for reference purposes only and shall not limit or otherwise affect the meaning hereof.
EXECUTION
IN WITNESS WHEREOF, the undersigned, being the incorporator hereinbefore named, has executed these Articles of Incorporation on [DATE OF EXECUTION] and affirm(s) under penalty of perjury that the foregoing is true and correct.
____________________________________
[INCORPORATOR NAME]
Sole Incorporator
[// GUIDANCE:
1. The incorporator must sign the Articles prior to submission.
2. File electronically (if available) or by paper submission with the California Secretary of State, Business Programs Division, and pay the applicable filing fee.
3. After filing, hold an organizational meeting of the incorporator to adopt Bylaws, appoint the initial Board, and attend to other formation matters.]