Articles of Incorporation Template, Free Download 2026

The name of the corporation shall be [____________] (the "Corporation"), organized under the laws of the State of [____________]. The corporate name has been verified as available through a name availability inquiry filed with the Secretary of State and is distinguishable upon the records of the filing office from every other name of an existing entity or a reserved or registered name, as required by Section 4.01 of the Model Business Corporation Act ("MBCA").

The Corporation shall have the right to transact business in any state, territory, or possession of the United States and in any foreign country where it is lawfully qualified. Prior to conducting business in any jurisdiction outside its state of incorporation, the Corporation shall obtain a certificate of authority in accordance with MBCA Section 15.01 and shall maintain compliance with the registration and reporting requirements of each such jurisdiction.

The Corporation is organized for the purpose of engaging in any lawful act or activity for which corporations may be organized under the general corporation law of the State of [____________], as permitted by MBCA Section 3.01. The Corporation shall possess and may exercise all powers and privileges granted by applicable law, its Articles of Incorporation, and its Bylaws, together with any powers incidental thereto, insofar as such powers are necessary or convenient to the conduct, promotion, or attainment of the Corporation's business purposes.

Nothing in these Articles shall be construed to limit the Corporation's authority to engage in any lawful business activity, whether or not related to its initial or primary line of business, or to restrict the Corporation's capacity to enter into contracts, incur obligations, or exercise any power that a natural person or other legal entity could lawfully undertake within the jurisdiction of incorporation.

The street address of the Corporation's initial registered office in the State of [____________] shall be [____________], and the name of the Corporation's initial registered agent at such address shall be [____________]. The registered agent is an individual resident of the state who has provided written consent to serve in such capacity, or is a domestic or foreign entity authorized to transact business in this state, as required by MBCA Section 5.01.

The Corporation may change its registered agent or registered office by filing a statement of change with the Secretary of State in the manner prescribed by MBCA Section 5.02. The Corporation shall continuously maintain a registered agent and office within its state of incorporation for service of process, notices, and demands as required by law.

The total number of shares of capital stock that the Corporation is authorized to issue is [____________] shares, consisting of [____________] shares of Common Stock with a par value of [$__________] per share, and [____________] shares of Preferred Stock with a par value of [$__________] per share. The Board of Directors is expressly authorized, pursuant to MBCA Section 6.02, to establish one or more series of Preferred Stock and to fix the designation, powers, preferences, rights, qualifications, limitations, and restrictions thereof, including dividend rights, conversion rights, voting rights, redemption terms, and liquidation preferences.

All shares of Common Stock shall be equal in all respects and shall entitle the holder thereof to one (1) vote per share on all matters submitted to a vote of the shareholders, subject to any preferential or special voting rights established for any series of Preferred Stock. The Corporation shall not issue fractional shares; in lieu thereof, the Board may authorize payment of cash equal to the fair market value of such fractional interest.

The Corporation may issue shares of capital stock for such consideration, not less than par value, as determined from time to time by the Board of Directors. Consideration may consist of any tangible or intangible property or benefit to the Corporation, including cash, promissory notes, services performed, contracts for future services, or other securities, as permitted by MBCA Section 6.21.

The name and address of the incorporator executing these Articles of Incorporation is: [____________], [____________]. The incorporator certifies that the facts stated herein are true and correct to the best of the incorporator's knowledge, information, and belief, and that this instrument is the act and deed of the incorporator, executed for the purposes described herein.

The incorporator shall serve until the initial Board of Directors is elected or appointed and qualified. Until such time, the incorporator shall possess authority to take all actions necessary to complete the organization of the Corporation, including adopting initial Bylaws, appointing initial directors, and authorizing the issuance of shares, as contemplated by MBCA Section 2.05.

The initial Board of Directors shall consist of [____________] director(s). The names and addresses of the persons who shall serve as directors until the first annual meeting of shareholders or until their successors are duly elected and qualified are set forth on Exhibit A. Directors need not be shareholders or residents of the state of incorporation unless required by the Bylaws.

The number of directors constituting the entire Board may be increased or decreased by amendment to the Bylaws, provided that no decrease shall shorten the term of any incumbent director. The Board shall manage the business and affairs of the Corporation in accordance with MBCA Section 8.01 and shall have all powers conferred by law, these Articles, and the Bylaws.

The Board may designate one or more committees, each consisting of one or more directors, to exercise such authority as may be delegated pursuant to MBCA Section 8.25. No committee shall have the authority to amend these Articles, adopt or amend Bylaws, approve a plan of merger or share exchange, authorize the sale of substantially all corporate assets, or fill vacancies on the Board.

The Corporation shall indemnify, to the fullest extent permitted by the MBCA, any person who was or is a party to any threatened, pending, or completed action, suit, or proceeding by reason of the fact that such person is or was a director, officer, employee, or agent of the Corporation. The Corporation shall advance expenses incurred by a director or officer in defending any such proceeding upon receipt of an undertaking to repay such amounts if it is ultimately determined that indemnification is not warranted, as provided in MBCA Sections 8.53 and 8.54.

No director shall be personally liable to the Corporation or its shareholders for monetary damages for breach of fiduciary duty, except for liability arising from (i) breach of the director's duty of loyalty, (ii) acts or omissions not in good faith or involving intentional misconduct or knowing violation of law, (iii) unlawful distributions under MBCA Section 8.33, or (iv) any transaction from which the director derived an improper personal benefit.

The Corporation shall have perpetual existence unless dissolved in the manner provided by law, by action of the Board and shareholders as set forth in these Articles and the Bylaws, or by judicial decree under MBCA Section 14.30. In the event of voluntary dissolution, the Board shall adopt a resolution recommending dissolution, directing submission to the shareholders for approval by the affirmative vote required under MBCA Section 14.02.

Upon dissolution, the Corporation shall wind up its affairs, pay or adequately provide for all known debts and obligations, and distribute remaining assets to shareholders in accordance with their respective rights and preferences as set forth in these Articles and the MBCA. The Corporation shall file articles of dissolution with the Secretary of State upon completion of the winding-up process.

These Articles may be amended in any manner permitted by the MBCA. The Board may propose amendments for submission to the shareholders, who may adopt such amendments by the affirmative vote of a majority of all votes entitled to be cast, or such greater vote as required by these Articles, pursuant to MBCA Section 10.03.

Any amendment that would adversely alter the rights, preferences, or privileges of the holders of any outstanding class or series of shares shall require approval of the holders of a majority of such class or series, voting as a separate voting group, as contemplated by MBCA Section 10.04. The Board may amend these Articles without shareholder action only in those limited circumstances authorized by MBCA Section 10.05.

These Articles of Incorporation and the internal affairs of the Corporation shall be governed by and construed in accordance with the laws of the State of [____________], including the MBCA as adopted and amended in such state, without regard to principles of conflict of laws. The Corporation shall comply with all applicable provisions of the MBCA and any other statutes, rules, and regulations governing domestic corporations in the state of incorporation.

Any action or proceeding arising out of or relating to these Articles or the governance of the Corporation shall be brought exclusively in the state or federal courts located in [____________] County, State of [____________], and the Corporation and its shareholders irrevocably consent to the jurisdiction and venue of such courts for purposes of any such action or proceeding.