These Articles of Incorporation (the “Agreement”)

are made and entered into effective as of [DATE],

BY: [INCORPORATOR NAME] (the “Incorporator”), an individual / a corporation duly organized and existing under the laws of the State/Province of [STATE/PROVINCE], with its principal office located at:

AND: [REGISTERED AGENT NAME] (the “Registered Agent”), an individual / a corporation duly organized and existing under the laws of the State/Province of [STATE/PROVINCE], with its principal office located at:

ARTICLES OF INCORPORATION OF [CORPORATION NAME]

The undersigned, being a natural person legally competent to enter into contracts, hereby forms a corporation pursuant to the laws of the State/Province of [STATE/PROVINCE].

NAME

The name of the corporation shall be: [CORPORATION NAME]

NATURE OF BUSINESS

This corporation is authorized to engage in and conduct any and all lawful business activities permitted by the laws of [COUNTRY], the State/Province of [STATE/PROVINCE], or any other jurisdiction, whether domestic or foreign.

CAPITAL STOCK

The total number of shares the corporation is authorized to issue is [NUMBER] shares of common stock, each having a par value of [VALUE] per share.

ADDRESS

The physical address of the corporation’s initial registered office shall be: [ADDRESS]. The name of the initial Registered Agent at that address is: [NAME].

SPECIAL PROVISIONS

The corporation intends that its stock shall qualify under Section [NUMBER] of the [LAW OR CODE], along with all applicable rules and regulations promulgated thereunder. All necessary actions shall be deemed taken by the appropriate corporate officers to ensure such compliance.

The corporation shall have perpetual existence.

LIMITATION OF LIABILITY

Each director, shareholder, and officer of the corporation shall, in consideration of their service and in the absence of fraud, be indemnified—whether or not still serving—for reasonable expenses and costs incurred in connection with defending or seeking advice regarding any claim or legal proceeding brought against them by reason of their service in such roles. This includes service in any subsidiary of the corporation, whether wholly owned or not, to the fullest extent permitted by law. This right of indemnification is cumulative and in addition to any other legal rights available.

SELF-DEALING

No agreement or transaction between this corporation and any other corporation shall be rendered void or voidable due to the fact that one or more of the corporation’s directors has a financial interest in, or serves as a director or officer of, such other corporation—provided there is no fraud involved. Any director may participate in, vote upon, or otherwise act with respect to any such contract, transaction, or arrangement, notwithstanding any interest, and shall not be liable for doing so. All directors are hereby relieved from liability arising from any such involvement or interest.

INITIAL BOARD OF DIRECTORS

This corporation shall maintain a minimum of [NUMBER] director(s). The initial Board of Directors shall consist of the following:

[NAME] – [FUNCTION]

DESIGNATION OF AND ACCEPTANCE BY REGISTERED AGENT

The Registered Agent hereby accepts the appointment and agrees to maintain a physical office open during standard business hours, accept service of process, and visibly display the names of authorized individuals at the above-stated address in accordance with applicable law.

IN WITNESS WHEREOF

The parties hereto have duly executed this Agreement as of the date first written above.

INCORPORATOR            REGISTERED AGENT
Authorized Signature        Authorized Signature
Print Name and Title         Print Name and Title

ACKNOWLEDGMENT

State of [STATE]
County of [COUNTY]

On [DATE], before me, [NAME OF NOTARY], a duly commissioned notary public, personally appeared [NAME OF PERSON(S)], who proved to me on the basis of satisfactory evidence to be the person(s) whose name(s) is/are subscribed to this instrument and acknowledged to me that they executed the same in their authorized capacity(ies), and that by their signature(s) on this document, the individual(s), or the entity on behalf of which the individual(s) acted, executed this instrument.

Witness my hand and official seal.
Signature: _______________________
Notary Public
(Seal)

How to Use This Sample Format

Use this sample Articles of Incorporation as a general guide. Always consult with a qualified attorney or legal advisor to ensure compliance with the laws applicable to your jurisdiction and specific business needs.