ARTICLES OF INCORPORATION
OF [CORPORATION NAME]
(A California General Stock Corporation)
[// GUIDANCE:
1. These Articles are intended for a for-profit, general stock corporation organized under the California Corporations Code (“CCC”).
2. Verify the latest Secretary of State (“SOS”) filing forms, fees, and electronic submission protocols immediately prior to filing.
3. Bracketed items MUST be completed or deleted before execution and filing.
]
TABLE OF CONTENTS
- Document Header & Recitals
- Definitions
- Operative Provisions
3.1 Name
3.2 Corporate Purpose
3.3 Authorized Capital Stock
3.4 Agent for Service of Process
3.5 Principal Office - Liability & Indemnification
4.1 Limitation of Director Liability
4.2 Indemnification - Dispute Resolution
- Statutory & Administrative Matters
6.1 Publication Requirement
6.2 Filing Fee Schedule - Incorporator Information
- Execution Block
1. DOCUMENT HEADER & RECITALS
These Articles of Incorporation (the “Articles”) are executed on [EFFECTIVE DATE] by the undersigned incorporator (the “Incorporator”) for the purpose of forming a California corporation pursuant to, and in accordance with, the California Corporations Code.
2. DEFINITIONS
For purposes of these Articles, the following terms have the meanings set forth below. Capitalized terms used but not defined herein shall have the meanings assigned under the CCC.
“Articles” means these Articles of Incorporation, as amended from time to time.
“Board” means the Board of Directors of the Corporation.
“Bylaws” means the duly adopted bylaws of the Corporation, as amended.
“CCC” means the California Corporations Code, as amended.
“Corporation” means [CORPORATION NAME].
“Incorporator” has the meaning set forth in Section 7 below.
[// GUIDANCE: Add or delete definitions to align with supplemental provisions inserted into Articles or Bylaws.]
3. OPERATIVE PROVISIONS
3.1 Name
The name of the corporation is [CORPORATION NAME] (the “Corporation”). The name shall include one of the following words or an abbreviation thereof as required by the CCC: “Corporation,” “Incorporated,” or “Limited.”
3.2 Corporate Purpose
The purpose of the Corporation is to engage in any lawful act or activity for which a corporation may be organized under the CCC.
[OPTIONAL – SPECIFIC PURPOSE CLAUSE]
Notwithstanding the foregoing general purpose, the Corporation’s primary business shall be [DESCRIBE SPECIFIC BUSINESS], and it shall possess all powers necessary to accomplish the same.
3.3 Authorized Capital Stock
a. The Corporation is authorized to issue [NUMBER] shares of [CLASS] common stock with a par value of $[PAR VALUE] per share.
b. [OPTIONAL] The Board is authorized, within the limitations and procedures prescribed by the CCC and the Bylaws, to issue preferred shares in one or more series, to fix rights, preferences, privileges, and restrictions thereon, and to reclassify unissued shares.
[// GUIDANCE: For multiple classes/series, insert a full capitalization table and attach as “Exhibit A – Share Classes & Rights.”]
3.4 Agent for Service of Process
The name and California street address of the initial Agent for Service of Process is:
• Name: [AGENT NAME]
• Address: [STREET], [CITY], CA [ZIP]
[// GUIDANCE: A natural person must provide a California street address; a registered corporate agent may be designated if currently listed with the SOS.]
3.5 Principal Office
The initial address of the Corporation’s principal executive office is:
[STREET], [CITY], CA [ZIP].
4. LIABILITY & INDEMNIFICATION
4.1 Limitation of Director Liability
To the fullest extent permitted by Cal. Corp. Code § 204(a)(10) (West 2023), 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, except for (i) acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law, (ii) acts or omissions that a director believes to be contrary to the best interests of the Corporation or its shareholders or that involve the absence of such a belief, (iii) any transaction from which a director derives an improper personal benefit, (iv) acts or omissions that show reckless disregard for the director’s duty to the Corporation or its shareholders in circumstances in which the director was aware, or should have been aware, of a risk of serious injury to the Corporation or its shareholders, (v) acts or omissions that constitute an unexcused pattern of inattention that amounts to an abdication of the director’s duty to the Corporation or its shareholders, (vi) transactions proscribed by §310, or (vii) distributions proscribed by §316.
No amendment or repeal of this Article 4.1 shall adversely affect any right or protection of a director existing at or prior to the time of such amendment or repeal.
4.2 Indemnification
The Corporation shall indemnify, and may advance expenses to, its agents (as defined in §317 of the CCC) to the fullest extent allowed by law, subject to the procedures and limitations set forth in §317 and the Bylaws. The Board may adopt Bylaw provisions or agreements expanding or clarifying the scope of such indemnification provided they do not reduce the protection afforded by this Article.
[// GUIDANCE: Mirror indemnification provisions in your Bylaws to avoid conflicts. Consider D&O insurance procurement covenant.]
5. DISPUTE RESOLUTION
5.1 Governing Law
All internal affairs of the Corporation shall be governed by and construed under the laws of the State of California (without regard to its conflict-of-laws principles).
5.2 Exclusive Forum for Internal Corporate Claims
Unless the Corporation consents in writing to the selection of an alternative forum, the Superior Court of the State of California, County of [COUNTY], Complex Civil Division (Business Court), shall be the sole and exclusive forum for (i) any derivative action or proceeding brought on behalf of the Corporation, (ii) any action asserting a claim of breach of fiduciary duty owed by any director, officer, or shareholder of the Corporation, (iii) any action asserting a claim arising pursuant to the CCC or the Corporation’s Articles or Bylaws, and (iv) any action asserting a claim governed by the internal-affairs doctrine.
[// GUIDANCE: California currently permits (but scrutinizes) forum selection provisions. Re-confirm enforceability and update coordinates for any Business Court pilot program.]
5.3 Injunctive Relief
Nothing herein precludes any party from seeking temporary, preliminary, or permanent injunctive relief or specific performance in any court of competent jurisdiction to prevent irreparable harm.
[OPTIONAL]
5.4 Arbitration
The Corporation may, in its Bylaws or by separate agreement, require that certain disputes be resolved by binding arbitration administered in California under [ARBITRATION RULES].
[// GUIDANCE: Section 5.4 is intentionally bracketed; omit if arbitration will be addressed exclusively in Bylaws or separate agreements.]
6. STATUTORY & ADMINISTRATIVE MATTERS
6.1 Publication Requirement
California does not presently require publication of Articles of Incorporation. Should any future statute or regulation impose a publication requirement, the Corporation shall comply at its own expense.
6.2 Filing Fee Schedule
a. Base filing fee to the SOS for Articles of Incorporation (Form ARTS-GS): $100 (as of [LATEST FEE DATE]).
b. Add $15 counter-drop off fee if submitted in person.
c. Expedited and 24-hour processing options incur additional charges set forth in the current SOS fee schedule.
[// GUIDANCE: Always consult the SOS website for updated fee schedules immediately prior to filing. Fees change periodically.]
7. INCORPORATOR INFORMATION
Name of Incorporator: [INCORPORATOR NAME]
Address: [STREET], [CITY], [STATE] [ZIP]
[// GUIDANCE: The incorporator’s role ceases upon the filing of these Articles and the appointment of the initial Board.]
8. EXECUTION BLOCK
IN WITNESS WHEREOF, the undersigned Incorporator has executed these Articles of Incorporation under penalty of perjury under the laws of the State of California on the date set forth below.
[INCORPORATOR NAME], Incorporator
Date: _________
(Notarization not required for SOS filing)
[// GUIDANCE:
• File electronically via the SOS bizfile portal or mail the original signed Articles to the SOS, Business Programs Division.
• Retain a stamped copy for corporate records.
• Adopt initial Bylaws and hold the first Board meeting promptly after filing.
]