State of New Jersey Certificate / Articles of Incorporation.



-- a.  The certificate of incorporation shall set forth:

-- (1)  The name of the corporation;

-- (2)  The purpose or purposes for which the corporation is organized;

-- (3)  If the corporation is to have members, the qualifications for members or that the qualifications shall be as set forth in the bylaws of the corporation;

-- (4)  If the members are to be divided into classes, the relative right and limitations of the different classes of members to the extent those rights and limitations have been determined or that the rights and limitations shall be as set forth in the bylaws of the corporation; 

-- (5)  If the corporation is to have no members, that there shall be no members;

-- (6)  The method of electing trustees or that the method shall be as set forth in the bylaws of the corporation;

-- (7)  Any provision not inconsistent with this act or any other statute of this State, which the incorporators elect to set forth for the management and conduct of the affairs  of the corporation, or creating, defining, limiting or regulating the powers of the corporation, its trustees and members or any class of members,  including any provision which  under this act is required or permitted to be set forth in the bylaws; 

-- (8)  The address, including actual location as well as postal designation, if different, of the corporation's initial registered office, and the name of the corporation's initial registered agent at that address; 

-- (9)  The number of trustees, not less than three, constituting the first board and the names and addresses of the persons who aim to serve as trustees, which addresses shall be either the residence address of the person or other address where the person regularly receives mail and which is not the address of the corporation; 

-- (10) The names and addresses of the incorporators, which addresses shall be either the residence address of the person or other address where the person regularly receives mail and which is not the address of the corporation; 

-- (11) The duration of the corporation if other than perpetual;

-- (12) The method of distribution of assets of the corporation upon dissolution, or that the distribution shall be as set forth in the bylaws of the corporation;

-- (13) If, pursuant to subsection b. of this section, the certificate of incorporation is to be effective on a date subsequent to the date of filing, the effective date of the certificate;

-- (14) If, pursuant to the exception in paragraph (4) of subsection a. of section 15A:2-2, the name of the corporation does not include a term required thereby, a statement that the corporation could be organized pursuant to the provisions of Title 16 of the Revised Statutes, the applicable section of Title 16 of the Revised Statutes permitting that organization, and an undertaking to add the required term if the corporation ceases to be so organized. 

-- b.  An original and one copy of the certificate of incorporation shall be filed in the office of the Secretary of State.  The corporate existence shall begin upon the effective date of the certificate, which shall be the date of the filing, or such later time, not to exceed 30 days from the date of filing, as may be set forth in the certificate.  The filing shall be conclusive evidence that all conditions precedent required to be performed by the incorporators have been complied with and, after the corporate existence has begun, that the corporation has been incorporated under this act, except as against this State in a proceeding to cancel or revoke the certificate of incorporation or for voluntary dissolution of the corporation.  The Secretary of State shall forward the copy of the certificate of incorporation to the Attorney General. 

-- c.  The certificate of incorporation may provide that a trustee or officer shall not be personally liable, or shall be liable only to the extent therein provided, to the corporation or its members for damages for breach of any duty owed to the corporation or its members, except that such provision shall not relieve a trustee or officer from liability for any breach of duty based upon an act or omission (1) in breach of such person's duty of loyalty to the corporation or its members, (2) not in good faith or involving a knowing violation of law or (3) resulting in receipt by such person of an improper personal benefit. 

-- d.  Notwithstanding the provisions of subsection c. of this section, the immunities provided for in this 1989 amendatory act shall apply to any corporation organized under Title 15A of the New Jersey Statutes which is established for the purposes provided for in P.L.1959, c.90 (C.2A:53A-7 et seq.), whether or not the certificate of incorporation has been amended, and nothing in this section shall operate to diminish or affect any limitation of liability or limitation on liability which is conferred upon nonprofit corporations, societies or associations by the provisions of section 1 of P.L.1987, c.87 (C.2A:53A-7.1). 

-- L.1983, c.127, s.15A:2-8, eff. Oct. 1, 1983; amended 1989,c.260,s.1. 
 
15A:2-9.  Organization meeting of board of trustees
-- On or after the effective date of the certificate of incorporation, an organization meeting of the board named in the certificate of incorporation shall be held, at the call of a majority of the board named, to adopt bylaws, elect officers, provide for initial members if there are to be members, and transact all other business as may come before the meeting. The board members calling the meeting shall give at least 5 days' notice thereof by mail to each trustee named in the certificate of incorporation, which notice shall state the  time and place of the meeting.

--  L.1983, c. 127, s. 15A:2-9, eff. Oct. 1, 1983.
 
15A:2-10.  Bylaws;  making and altering
-- a.  The initial bylaws of a corporation shall be adopted by the board at its  organization meeting.  Thereafter, the board shall have the power to make,  alter and repeal bylaws unless that power is reserved to the members in the  certificate of incorporation or the bylaws, but bylaws made by the board may be  altered or repealed, and new bylaws may be made, by the members.  The members  may prescribe in the bylaws that any bylaw made by them shall not be altered or  repealed by the board.

Articles of, Incorporation Checklist

1. The correct information is in the Articles of Incorporation.

2. The correct fee is submitted with your document.

3. The name you have chosen is available.

4. The corporation name implies a purpose which is permitted.

5. The authorized shares are stated.

6. Your resident agent is appointed in the Articles of Incorporation.

7. Your registered office is included in the Articles of Incorporation.

8. The names and addresses of incorporators are included in the Articles.

9. All required designations are in Articles of Incorporation.

10. The Articles of Incorporation are signed by the incorporators.

North Carolina Articles of Incorporation



Articles of Incorporation are the legal documents which must be filed in order to form a corporation. The information required to be included is detailed below. It is suggested that any other information be contained in your bylaws. Bylaws are not filed with the Secretary of State. See N.C.G.S. ß 55A-2-02 for more information.

NC Articles of Incorporation must include the following:

Corporate Name

The exact corporate name, including abbreviations, punctuation, etc. must be used consistently in all documents filed. For example, the corporate name stated in the caption of the documents filed must be identical to the name stated in Articles of Incorporation. The name must also include a corporate ending (i.e., inc., incorporation, corp. corporation, etc.)

Registered Office and Agent

A corporation is required to have a registered office and a registered agent (N.C.G.S. ß 55D-30). The duty of the registered agent is to forward to the corporation at its last known address any notice, process, or demand that is served on the corporation. A registered agent must be:

1. An individual who resides in North Carolina and whose business address is identical to the registered office;

2. A domestic business corporation, nonprofit corporation, limited liability company whose business address is identical to the registered office; or
Incorporating Your Business in North Carolina 5

3. A foreign business corporation, nonprofit corporation, or limited liability company authorized to transact business in this state and whose business address is identical to the registered office.
If the Registered Agent is a business entity required to be filed with the Secretary of Stateís Office, the entity must be active upon the records of the Secretary of Stateís Office.

The Articles of Incorporation must set forth the street address (and the mailing address, if different from the street address) of the registered office, as well as the county in which the registered office is located, and the name of the initial registered agent. The registered office may, but need not be, the same as any of the corporationís places of business.

Incorporator

The person who signs and files the Articles of Incorporation is known as the incorporator. There must be at least one incorporator. The name and address of each incorporator must be indicated.

Principal Office

A corporation may set forth its principal office address in its Articles of Incorporation (N.C.G.S. ß 55A-2-02). The first Annual Report filed must set forth the street address (and the mailing address, if different from the street address) of the principal office and the county in which the principal office is located.
Optional Provisions
The Articles of Incorporation are allowed, but not required, to set forth any provision that can be included in the bylaws of a corporation. A complete set of the bylaws, however, will not be filed with the N.C. Department of the Secretary of State. 

The articles may also contain:

1. A statement of the purpose or purposes for which the corporation is organized;
2. The names and addresses of the initial directors;
3. Provisions relating to management and regulation of the corporationís affairs;
4. Provisions which define, limit, or regulate the powers of the corporation, its directors, and its officers;
5. Provisions defining the qualifications, rights, and responsibilities of. its shareholders; and
6. Provisions limiting or eliminating the personal liability of any director for monetary damages for breach of any duty as a director.

Powers

N.C.G.S. ß 55-3-02 sets forth certain powers that all corporations have, unless the Articles of Incorporation state otherwise. Because these powers are statutory, they do not need to be listed in the Articles of Incorporation. Among these statutory powers are the following: to sue, and be sued; to complain and defend in the corporate name; to have and affix a corporate seal; to purchase, lease, acquire, hold, use, own, or otherwise deal in and with any real and personal property; to make contracts and incur liabilities; to elect or appoint officers; to make and alter bylaws; to lend money for corporate purposes; and to have and exercise all powers necessary or convenient to effect any or all of the purposes for which the corporation is organized.
Incorporating Your Business in North Carolina 

Period of Duration

Unless the Articles of Incorporation or the N.C. Business Corporation Act provide otherwise, every corporation is presumed to have perpetual duration. Consequently, it is not necessary to set forth a period of duration in the articles.

Notarization Not Required

Notarization is not required for corporate documents to be filed with the N.C. Department of the Secretary of State. It is permissible for such documents to be notarized or verified. However, the notarization or verification must not be defective in any way or the document will be rejected.

Filing the Document

The Articles of Incorporation signed by the incorporator(s) must be submitted to the N.C. Department of the Secretary of State by mail or in person, along with a check, money order, or cash for the $125 filing fee required by law.

The Office of the Secretary of State will examine the Articles of Incorporation, and if the articles satisfy the requirements of the NC Business Corporation Act, they will be filed by date and time-stamping the document. The signed original will be retained by the N.C. Department of the Secretary of State. The copy will be certified and returned to the person who submitted it for filing either electronically via e-mail or through regular mail. E-mailed certified documents provide notification as soon as the document is filed and an image of the document to be electronically retained in the corporate files of the business.

Articles of Incorporation are not required to be filed with the office of the Register of Deeds.

Certificate of Incorporation

Articles of Incorporation are legal formation documents that must be filed to create new profit, nonprofit,
professional service. All Articles must include the name of the corporation,
the purposes, the name of the resident agent, the address of the registered office, and the names, addresses, and signatures of the incorporators. In addition, each type
of corporation has individual requirements that must be satisfied in the Articles.

A foreign corporation wanting to transact business in a state other than the one it was formed in must submit an Application for a
Certificate of Authority to Transact Business in the state. In the application the
foreign corporation must state the character of its activities in the state. Foreign corporations can only
lawfully carry on business activities that they are authorized to perform in their home state
and that can be performed by a domestic corporation.

Common Problems When Filing Articles of Incorporation

Common Problems when Filing Articles of Incorporation

The list that follows includes the most common problems that delay the filing of Articles of Incorporation.
This list is neither exhaustive nor complete and should be used only as a guide.

The wrong information is used for filing Articles of Incorporation.

You must submit the correct information for the type of corporation you are trying to create. For example,
if you are trying to form a nonprofit corporation, you could not submit Articles of Incorporation for a profit
corporation. If the Articles contain the wrong information, the document will have to be returned or
modified to include the required information.


No fee or the incorrect amount is submitted with the document.

All required fees must be submitted with the Articles of Incorporation. If no payment is received or an
insufficient amount is received with the Articles, the document cannot be filed. The filing fee may be paid
by check or money order through the mail or by credit card through our MICH-ELF electronic fax filing
system or in person at our office. Checks and money orders must be made payable to the State of
Michigan. Instructions on the back page of Articles of Incorporation forms available from the Bureau
provide information about filing fees and how to compute fees for stock. If you have any questions about
fee requirements, please feel free to contact our Document Review section.


The chosen name is either not available or contains a restricted word.

The proposed name of a corporation must meet certain criteria before the document can be filed. The
name must be distinguishable on the record of the administrator from all active names of corporations,
limited partnerships and limited liability companies. In addition, the name may not contain a word or
phrase that indicates or implies that the corporation is engaged in an activity other than a lawful purpose
or purposes permitted in the Articles.


To determine if a proposed name is currently in use by a corporation, limited partnership or limited liability
company, you may use our online name availability check your Secretary of States website. Name searches are a 
preliminary check and are not a guarantee that the name you want will be available when your Articles of Incorporation are
received for review. If more time is needed to organize, a corporation name can be reserved by
submitting an Application for the Reservation of a Name.


A name may be rejected if it contains a restricted word. Restricted words are words and abbreviations
that must meet certain criteria before the Bureau can file the proposed name. Examples include names
that imply governmental association, names that denote a professional corporation such as a law firm or
a doctorís office or words and expressions which signal a company is doing business as a bank may be
restricted. Restricted words fit into three categories: cautions, restrictions, and prohibitions. A list of
restricted words can be found in Appendix A of this brochure. The use of some of these words requires
approval of another agency prior to use.


The corporation name implies a purpose which is not permitted.

A corporation whether profit, nonprofit, professional service, or ecclesiastical may be formed for a lawful
purpose. The purpose that must be supplied on the Articles of Incorporation describing activities the
corporation will carry out is dependent on the type of corporation that you are forming. Profit corporations
may use an ìall purpose clauseî in their Articles of Incorporation, while nonprofit and professional service
corporations are required to state a specific purpose. An ìall purpose clauseî is a statement that the
purpose is to engage in any lawful activity within the purposes for which corporations may be organized.
When a corporation does not use an all purpose provision, the purpose clause must include enough
information to determine the corporationís purpose and that the purpose would be permitted under the
Act. For nonprofit corporations, the Articles must state the specific purpose for which the corporation is
formed. Professional service corporations must specifically state the professional services the
corporation will render.


No shares are authorized.

When forming a profit, a stock nonprofit, or a professional service corporation, the Articles of
Incorporation must state the number of shares the corporation may issue. The shares may be all one
class or may be divided into two or more classes. When authorized shares are designated into two or
more classes, the shares of each class must be distinguishable from the shares of the other classes.
Each class shall consist of shares having designations and relative voting, distribution, dividend,
liquidation, and other rights. A corporation may issue all or part of the authorized shares.


A resident agent is not appointed in the Articles of Incorporation.

A resident agent must be appointed in the Articles of Incorporation. A resident agent is someone who is
appointed by the corporation to receive any documents, notices or demands served upon the corporation.
For profit and professional service corporations, the resident agent may be either an individual resident in
this state whose business office or residence is identical with the registered office; a domestic corporation
or a limited liability company; or a foreign corporation or limited liability company authorized to transact
business in this state that has a business office identical with the registered office. For nonprofit and
ecclesiastical corporations, the resident agent may be either an individual resident in this state whose
business office is identical with the corporation's registered office, a domestic or domestic business
corporation, or a foreign or foreign business corporation authorized to conduct affairs or transact business
in this state and having a business office identical with the corporation's registered office. When the
resident agent resigns, the corporation is required to appoint a new agent. To change the resident agent
or registered office, the corporation must submit a statement of the change to the Bureau. A resident
agent change may also be made on the annual report.


A registered office is not included in the Articles of Incorporation.

A registered office must be included in the Articles of Incorporation. A registered office is an address in
the state of Michigan where the resident agent is available. The registered office must be a physical
location, but the mailing address can be a P.O. Box. A corporation must always maintain a current
registered office. If the registered office location or mailing address changes, the corporation must file a
certificate to change the registered office location or mailing address. A registered office change may
also be made on the annual report.


The names and addresses of the incorporators are not included in the Articles of Incorporation.
One or more persons may form a corporation. Incorporators are persons who initially create the
corporation and their name(s) and address(es) need to be included in the Articles of Incorporation. The
incorporators and information regarding incorporators cannot be removed or changed by amending the
Articles of Incorporation. Corporations formed under special acts may need more than one incorporator.
Professional service corporations can only be formed by persons licensed to perform the services the
corporation will provide.


No designations in Articles of Incorporation.

A nonstock, nonprofit corporation must designate in its Articles whether it is a membership or a
directorship corporation. A membership nonprofit corporation is one in which the board of directors is
elected by the members and the members have a right to vote on certain transactions. A directorship
nonprofit corporation is one that may or may not have members, but if there are members they do not
have the right to vote.


Articles of Incorporation for nonprofit corporations may contain additional provisions relating to volunteer
directors, volunteer officers, non-director volunteers, and tax exemption. Federal Tax exemption is
obtained through the Internal Revenue Service. The IRS requires that the Articles of Incorporation
contain certain provisions, including a statement that the corporation will not discriminate based on race,
color, creed, or national origin, that it will not engage in political activities, and describing what happens to
its assets in the event of dissolution. Acceptable language for the provisions may be obtained directly
from the Internal Revenue Service.


The Articles of Incorporation are not signed by the incorporators.

When you submit the Articles of Incorporation to the Bureau, the Articles must be signed in accordance
with relevant statutes. If the signature on the document is missing, or not in accord with statutory
requirements, the document will be returned for correction.

Q: Can the Secretary of Stateís Office tell ME If A Corporation Is Legitimate?

A: No. The Secretary of State can only tell a client how long a company has been incorporated and if it is in good standing with the agency. For questions on legitimacy, the client should contact the Attorney Generalís Office, Consumer Protection Office,

Q: Do I Have To Hire An Attorney To Incorporate?

A: No, but you should consult an attorney if you have any legal questions concerning your incorporation, such as taxation, liability of the owners and other issues not directly related to filing the Articles of Incorporation. Please keep in mind that, while we will do everything we can to make the incorporation process as easy as we can, the Corporations Division can only act in an administrative capacity. We cannot offer you legal advice or opinion on your particular filing. We recommend that you consult with your own attorney and accountant during the incorporation process.

New York Certificate of Assumed Name / dba

Sole proprietorships using a name other than the owner's name should file a Business Certificate with the County Clerk's Office in the county where the business is located.

General partnerships operating a business under an assumed name should file a Business Certificate for Partners with the County Clerk's Office in the county where the business is located.

Corporations, LLCs, LLPs, and limited partnerships register an assumed name as part of their required business filings with the New York Department of State.

What Are the Articles of Incorporation?

The articles of incorporation, sometimes called the certificate of incorporation, or charter, declares the desire of an individual or group of individuals to become a corporation. It spells out certain minimum information about the corporation that is required by the laws of the state. It may also contain specific information about the corporation that needs to be made public record, items like restriction on the transfer of corporate stock.

What Is A Professional Service Corporation (P.C.)

A PC, as the name implies, is a corporation made up exclusively of licensed professionals. Licensed professionals are those people who have been legally authorized to provide such a professional service. The professional service corporation may be formed by one or more persons to render professional services. Professional service corporations are formed to give professionals the benefits of a corporation, while not altering the law involving liability of the individual licensed person.

Advantages
Owners protected from negligence of associates

Disadvantages
Higher start-up costs and more
paperwork than a sole proprietorship
or partnership

What Is A "S" Corporation

A special section of the IRS Code permits a corporation to be taxed as a partnership or sole proprietorship, with the profits taxed at the individual rather than the corporate rate. To qualify as a Subchapter ìSî Corporation, a business must meet certain requirements. For information about this status and how to apply, contact the IRS at 800.829.4933 or online at www.irs.gov

Advantages 
Avoids double taxation
Losses can be offset against income by owners

Disadvantages
Some restrictions
owners Must operate on calendar year for
reporting

What Is A C Corporation?

A corporation is a legal entity having its own rights, privileges and liabilities, apart from those of the persons forming or owning the corporation. It is the most complex form of business organization and is comprised of three groups of people ñ shareholders, directors, and officers. The corporation can own assets, borrow money, and perform business functions without directly involving the owner(s) of the corporation. The corporation is subject to more government regulation than sole proprietorships or partnerships. Corporate earnings are subject to ìdouble taxationî when they are passed through as stockholder dividends. However, corporations have the advantage of limited liability. In order to form either a profit or nonprofit corporation, Articles of Incorporation must be filed with the Department of Corporations.

Advantages 
Limited liability
Easier to raise capital
Ownership is transferable
Business continues if owner is incapacitated
Large pool of expertise


Disadvantages
Closely regulated
Extensive record keeping
Expensive to organize
Double taxation
Large pool of expertise

Massachusetts File A Business Certificate ("Doing Business As")

Massachusetts requires anyone who is conducting business under an alias (i.e., any name other than their own), including corporations, to file a business certificate ("doing business as") in the city or town in which where the business is principally headquartered

Indiana Doing Business AS (Dba)

If a business is using a name other than its official name, it must file a Certificate of Assumed Business Name with the county recorder of each county in which it has a place of business, and with the Secretary of State. Sole proprietorships and general partnerships need only file at the county recorder level.