Articles of Incorporation - State Variations

**ARTICLES OF INCORPORATION

of
[​CORPORATE NAME]
A Nevada Corporation – Draft Template

TABLE OF CONTENTS

1. Document Header
2. Definitions

3. Articles of Incorporation (Operative Provisions)
   • Article I – Name
   • Article II – Registered Agent & Registered Office
   • Article III – Purpose
   • Article IV – Authorized Capital Stock
   • Article V – Incorporator(s)
   • Article VI – Directors (Optional)
   • Article VII – Limitation of Liability & Indemnification
   • Article VIII – Exclusive Forum | Dispute Resolution
   • Article IX – Duration
   • Article X – Additional Provisions (Optional)
   • Article XI – Execution
   • Article XII – Registered Agent Acceptance

4. Appendix A – NV SOS Fee Schedule (Summary)

5. Appendix B – Publication Requirements (Advisory)

1. DOCUMENT HEADER

Effective Date: [EFFECTIVE DATE]
Governing Law: The laws of the State of Nevada, including NRS Chapter 78
Forum Selection: Exclusive jurisdiction of the Business Court of the Eighth Judicial District Court, Clark County, Nevada
Arbitration: [YES / NO – SELECT]
Jury Waiver: [YES / NO – SELECT]
Prepared By: [LAW FIRM / ATTORNEY NAME]

2. DEFINITIONS

For purposes of these Articles of Incorporation (the “Articles”), the following terms have the meanings set forth below. Capitalized terms used but not defined herein have the meanings assigned to them in NRS Chapter 78.

“Board” means the Board of Directors of the Corporation.
“Corporation” means [CORPORATE NAME], as formed by the filing of these Articles.
“Internal Corporate Claim” has the meaning set forth in Article VIII.
“NRS” means the Nevada Revised Statutes, as amended.

3. ARTICLES OF INCORPORATION (OPERATIVE PROVISIONS)

Article I – Name

The name of the corporation (the “Corporation”) is [CORPORATE NAME]. The name includes the word or abbreviation “Corporation,” “Incorporated,” “Company,” or “Limited,” or a permitted abbreviation thereof, in compliance with Nev. Rev. Stat. § 78.030 (2023).

Article II – Registered Agent & Registered Office

1. Registered Agent Type: ☐ Commercial Registered Agent ☐ Non-commercial Resident Agent
2. Name of Registered Agent: [REGISTERED AGENT NAME]

3. Street Address of Registered Office (Nevada physical address only):
   [REGISTERED AGENT STREET ADDRESS]

4. Mailing Address (if different): [MAILING ADDRESS]

Article III – Purpose

The Corporation is organized for the purpose of engaging in any lawful act or activity for which corporations may be organized under NRS Chapter 78, and possesses all powers granted by law, together with any rights incidental or thereto necessary or convenient for the conduct of the Corporation’s business.

Article IV – Authorized Capital Stock

1. Total Authorized Shares: [NUMBER OF SHARES] shares.
2. Par Value: [PAR VALUE] per share OR no par value (select one).

3. Class / Series (Optional):
   a. [CLASS A] – [rights/preferences]
   b. [CLASS B] – [rights/preferences]

4. Pre-emptive Rights: ☐ Included ☐ Excluded

5. Cumulative Voting: ☐ Permitted ☐ Prohibited

Article V – Incorporator(s)

Article VI – Directors (Optional)

The governing business and affairs of the Corporation shall be managed by, or under the direction of, a Board consisting of [NUMBER OF DIRECTORS] director(s). The name(s) and address(es) of the person(s) who shall serve as director(s) until the first annual meeting of shareholders or until their successors are elected and qualify are:

Article VII – Limitation of Liability & Indemnification

1. Limitation of Liability. To the fullest extent permitted by Nev. Rev. Stat. § 78.037 (2023), no director or officer of the Corporation shall be personally liable to the Corporation or its stockholders for monetary damages for breach of fiduciary duty as a director or officer, except for:
   a. Acts or omissions which involve intentional misconduct, fraud, or a knowing violation of law; or
   b. Payment of distributions in violation of NRS § 78.300.

2. Indemnification. The Corporation shall indemnify, to the fullest extent permitted by NRS §§ 78.7502–78.751 (2023), any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding—whether civil, criminal, administrative or investigative—by reason of the fact that such person is or was a director, officer, employee or agent of the Corporation, against expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement actually and reasonably incurred.

3. Advancement of Expenses. Expenses incurred by any director or officer in defending a civil or criminal action, suit or proceeding shall, if authorized by the Board, be paid by the Corporation in advance of the final disposition thereof upon receipt of an undertaking by or on behalf of such director or officer to repay such amount if it is ultimately determined that the person is not entitled to indemnification.

4. Insurance. The Corporation may purchase and maintain insurance on behalf of any indemnified person against any liability asserted against such person, whether or not the Corporation would have the power to indemnify such person under this Article VII or NRS Chapter 78.

Article VIII – Exclusive Forum | Dispute Resolution

1. Exclusive Forum. Unless the Corporation consents in writing to the selection of an alternative forum, the state courts of the State of Nevada (or, if such courts lack subject-matter jurisdiction, any federal court located in the State of Nevada) 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 claim of breach of fiduciary duty owed by any director, officer or stockholder of the Corporation;
   c. Any action asserting a claim arising pursuant to any provision of NRS Chapter 78, the Corporation’s Bylaws, or these Articles; and
   d. Any action asserting a claim governed by the internal-affairs doctrine
   (collectively, an “Internal Corporate Claim”).

2. Arbitration (Optional). [If selected in the Document Header:] Any Internal Corporate Claim not subject to the exclusive forum provisions herein shall be resolved by binding arbitration administered by the American Arbitration Association in accordance with its Commercial Arbitration Rules. The place of arbitration shall be Las Vegas, Nevada. Judgment on the award rendered by the arbitrator(s) may be entered in any court having jurisdiction.

3. Jury Trial Waiver (Optional). [If selected in the Document Header:] The parties waive any right to trial by jury in any proceeding arising out of or relating to the Corporation that is not so required to be arbitrated.

4. Injunctive Relief. Nothing in this Article VIII limits the right of the Corporation to seek or obtain injunctive or other equitable relief to enforce these Articles or protect corporate or stockholder interests.

Article IX – Duration

The Corporation shall have perpetual existence unless dissolved in accordance with the NRS.

Article X – Additional Provisions (Optional)

[Insert any additional lawful provisions for the management of the business and affairs of the Corporation, or for the regulation of the powers of the Corporation, its directors, and its stockholders, as permitted by NRS § 78.037 and § 78.045.]

Article XI – Execution

IN WITNESS WHEREOF, the undersigned Incorporator has executed these Articles of Incorporation on [EXECUTION DATE].

Article XII – Registered Agent Acceptance

Certificate of Acceptance of Appointment by Registered Agent
I, [REGISTERED AGENT NAME], hereby accept the appointment as Registered Agent for [CORPORATE NAME] and agree to act in such capacity, and further certify that the information contained in Article II is correct to the best of my knowledge.

4. APPENDIX A – NV SOS FEE SCHEDULE (SUMMARY)

1. Base Filing Fee (Articles of Incorporation): $75.00

2. Additional Fee Based on Authorized Stock:
   • Up to $75,000 of total authorized shares (par value): $0.75 per $1,000 – minimum $75.00
   • Over $75,000 up to $200,000: $275.00 plus $0.75 per additional $1,000
   • No-par stock: $1.00 per share (minimum $75.00)

3. Initial List of Officers/Directors & State Business License:
   • Initial List: $150.00
   • State Business License (Corporation): $500.00

4. Expedite Options:
   • 24-Hour: +$125.00
   • 2-Hour: +$500.00
   • 1-Hour: +$1,000.00

5. APPENDIX B – PUBLICATION REQUIREMENTS (ADVISORY)

Nevada does not impose a statewide publication requirement for Articles of Incorporation. However, publication is required in certain Nevada counties for fictitious firm names (DBAs). Counsel should confirm local rules if the Corporation intends to operate under any assumed name, trade name, or DBA.