The information required differ in different states. However, there are some common information that are asked by almost all the states and so, must be included in the Certificate of Incorporation, accordingly.
They are as follows:
- It would describe the incorporated tasks a company has to do or provide. At present, only two types of business purpose clauses are used. They are:
- General purpose clauses are accepted by some and not all states. It indicates that the budding company has been formed to carry out "all lawful business" in the region.
Specific - Alternatively, some states have made it mandatory for the business owners to furnish a more detailed explanation of the products and/or services to be offered by their companies.
- A chosen name must be added to the Certificate of Incorporation. This should be followed with the corporate identifier like "Corporation", "Incorporated", "Company", or one of the abbreviations like "Inc". A preliminary name availability search is advisable, prior to the submission of the Articles of Incorporation. In case of online incorporation, the state will have final say with regards to the name chosen for the company and that the name shouldn't deceive or mislead the consumers.
- Almost all the states require every corporation to have a registered agent of their own in the state of incorporation. Registered agents will receive all the important legal as well as tax documents on behalf of the corporation. A typical registered agent will need a physical address (P.O box nos.) in the state of incorporation and should be accessible during normal business hours.
- An incorporator is the person who prepares and files the Certificate of Incorporation with the concerned state.
Share par value
- It refers to the stated minimum value, and generally doesn't correspond to the actual value. Usually, $0.01, $1.00 or no par are some of the common par values. In reality, the value of a share is based on its fair market value, or whatever amount a buyer is willing to pay for the same.
Number of authorized shares of stock
- An incorporation needs to stipulate the exact number of shares they as a company are willing to authorize. Moreover, it is mandatory for every corporation, be it small or large, to have stock. A stock represents ownership in the corporation.
Directors - A lot of states need the name and addresses of the initial directors of the corporation in the incorporation papers. They are responsible for the corporation's daily affairs and oversee major corporate decisions. Directors hold an elected office as chosen by the shareholders' mandate and will be responsible to appoint officers.
Preferred shares - If a company/corporation is willing to permit both preferred as well as common shares of stock, then this should have a mention in the Articles of Incorporation, along with the voting rights information. Generally, preferred shares provide its shareholders preferential payments of distribution of assets or dividends, in case the company shuts down its operations. A lot of small business owners only allow shares of common stock. However, for further information, its always best to consult an attorney.
- Officers include president, vice president, secretary and treasurer have the responsibility towards the daily activities of the corporation. Certain states require that officer information be included, while others have kept it optional.
Legal address of the company/corporation - In many states, it is optional to provide the legal or principal business address. But in some states it is mandatory.