Common Errors in Preparing and Filing Articles of Incorporation

One of the most embarrassing moments for corporate counsel is when the secretary of state rejects articles of incorporation when they are presented for filing.  As a preventive measure, it is important for counsel to be reminded of the following common errors in preparing and filing articles of incorporation: 

  • Rejection of the proposed articles of incorporation because the corporate name is not available.

  • Failure to conform the corporation's name as shown in the caption of the articles of incorporation to the name used in the first paragraph.

  • Failure to include a word denoting corporate status such as corporation, incorporated, or corporation, or an abbreviation thereof, in the corporate name when such is required under state law.

  • Failure to provide the street address, as opposed to a post office box, of both the corporation and its registered agent.

  • Failure to state the county in which the principal office of the corporation will be located.

  • Failure to state at least one principal purpose of the corporation, when required by state law.

  • Failure to set forth the number of shares the corporation is authorized to issue.

  • Failure to state the par value of the authorized shares, or to state that they are without par value, when required by state law.

  • Failure to pay the proper filing fees.

  • Failure to sign the check.

  • Failure to date and/or sign the articles of incorporation or the designation of registered agent, including the occasional omission altogether of the designation document.

  • Failure to type the incorporator's name under the signature (many signatures are illegible).

  • Failure to properly complete acknowledgments on the articles, when required by state law.

 

The content in this report has been adapted from material that will appear in Fall 2008 in Alan Gutterman’s publication entitled “Business Transactions Solutions” and is presented with permission of Thomson/West.  Copyright 2008 Thomson/West.  For more information or to order call 1-800-762-5272.  Alan Gutterman is the Founder/Principal of Gutterman Law & Business (www.alangutterman.com), which publishes the Emerging Companies Blog and the Business Counselor Blog, and a Partner of The General Counsel LLC (www.thegeneralcounsel.net).

 

 

 

 

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