Articles of Incorporation
What does "Articles of Incorporation" mean in law?
Articles of incorporation (also called a certificate of incorporation or corporate charter) are the foundational document filed with the state to legally form a corporation, establishing its existence as a separate legal entity. The articles typically must include the corporation's name, the number and type of authorized shares, the registered agent and office, and the incorporator's name. The articles may also include optional provisions such as exculpation clauses limiting director liability for duty of care violations, supermajority voting requirements, and restrictions on corporate purposes. As recognized in Dartmouth College v. Woodward, a corporate charter constitutes a contract between the state and the corporation that is protected by the Contract Clause of the Constitution.
Definition
Articles of incorporation (also called a certificate of incorporation or corporate charter) are the foundational document filed with the state to legally form a corporation, establishing its existence as a separate legal entity. The articles typically must include the corporation's name, the number and type of authorized shares, the registered agent and office, and the incorporator's name. The articles may also include optional provisions such as exculpation clauses limiting director liability for duty of care violations, supermajority voting requirements, and restrictions on corporate purposes. As recognized in Dartmouth College v. Woodward, a corporate charter constitutes a contract between the state and the corporation that is protected by the Contract Clause of the Constitution.
Example
The startup's articles of incorporation authorized the issuance of 10 million shares of common stock and 2 million shares of preferred stock, while also including a Section 102(b)(7) exculpation clause eliminating director personal liability for monetary damages arising from breaches of the duty of care.