Articles of Incorporation - Template, Sample Form

CERTIFICATE OF FORMATION
OF A DOMESTIC FOR-PROFIT (BUSINESS) CORPORATION

Filed pursuant to the Alabama Business Corporation Law, Title 10A, Chapters 1 and 2, Code of Alabama 1975

The undersigned, acting as incorporator under and pursuant to § 10A-2-2.01 and § 10A-1-3.05 of the Code of Alabama 1975, for the purpose of forming a domestic for-profit corporation, hereby adopts and delivers for filing the following Certificate of Formation.

ARTICLE 1 — NAME OF THE CORPORATION

1.1. The name of the corporation (the “Corporation”), which contains the word “corporation,” “incorporated,” “company,” or “limited,” or an abbreviation of one of such words, and which otherwise complies with § 10A-1-5.04 of the Code of Alabama 1975, is: ________.

1.2. A certificate evidencing the reservation of the foregoing name issued by the Office of the Secretary of State of Alabama is attached to and made a part of this Certificate of Formation, and the name reservation number is: ________.

ARTICLE 2 — PRINCIPAL OFFICE AND MAILING ADDRESS

2.1. The street address of the principal office of the Corporation is: ________.

2.2. The mailing address of the Corporation (if different from the principal office street address) is: ________.

ARTICLE 3 — REGISTERED AGENT AND REGISTERED OFFICE

3.1. The Corporation continuously maintains a registered agent and registered office in the State of Alabama as required by §§ 10A-1-5.31 and 10A-1-5.32 of the Code of Alabama 1975.

3.2. The name of the initial registered agent is: ________.

3.3. The street address of the registered office (which is identical to the business office of the registered agent) is: ________.

3.4. The mailing address of the registered office (if different from the street address) is: ________.

3.5. The county in which the registered office is located is: ________.

ARTICLE 4 — PURPOSE

4.1. The Corporation is organized to transact any and all lawful business for which corporations may be incorporated under the Alabama Business Corporation Law, Title 10A, Chapter 2 of the Code of Alabama 1975.

4.2. The specific purpose for which the Corporation is formed, if any, is as follows: ________.

ARTICLE 5 — AUTHORIZED SHARES

5.1. The aggregate number of shares of capital stock that the Corporation is authorized to issue is: ________.

5.2. Common Stock. The number of authorized shares of common stock is: ________, each having a par value of $________ per share.

5.3. Preferred Stock. The number of authorized shares of preferred stock is: ________, each having a par value of $________ per share.

5.4. Series and Designations. The board of directors is, to the fullest extent permitted by § 10A-2-6.02 of the Code of Alabama 1975, expressly authorized to provide for the issuance of shares of preferred stock in one or more series and to fix and determine the designations, preferences, limitations, voting rights, and relative rights of each such series. The preferences, limitations, and relative rights of the authorized classes and series, to the extent established in this Certificate of Formation, are as follows: ________.

ARTICLE 6 — DURATION

6.1. The duration of the Corporation shall be perpetual unless otherwise stated herein: ________.

ARTICLE 7 — INCORPORATOR

7.1. The name of the incorporator is: ________.

7.2. The address of the incorporator is: ________.

ARTICLE 8 — INITIAL DIRECTORS

8.1. The name of the initial director is: ________.

8.2. The address of the initial director is: ________.

ARTICLE 9 — LIMITATION OF DIRECTOR LIABILITY

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9.2. Any repeal or modification of this Article 9 shall not adversely affect any right or protection of a director of the Corporation existing at the time of such repeal or modification with respect to acts or omissions occurring prior thereto.

ARTICLE 10 — INDEMNIFICATION

10.1. The Corporation shall indemnify and advance expenses to its directors, officers, employees, and agents to the fullest extent authorized or permitted by §§ 10A-2-8.50 through 10A-2-8.58 of the Code of Alabama 1975, as the same may be amended from time to time.

ARTICLE 11 — PREPARER AND PERSON CAUSING FILING

11.1. The name and address of the person causing this Certificate of Formation to be prepared and delivered for filing is: ________.

ARTICLE 12 — EFFECTIVE DATE

12.1. This Certificate of Formation shall be effective upon filing with the Office of the Judge of Probate and the Secretary of State, unless a delayed effective date or time is specified below, which date or time shall not be later than the ninetieth (90th) day after the date of filing, in accordance with § 10A-1-4.02 of the Code of Alabama 1975: ________.

ARTICLE 13 — EXECUTION

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______________________________

Signature of Incorporator (as required by § 10A-2-1.20)

Typed Name: ________

Title/Capacity to Sign under § 10A-2-1.20: ________

Date: ________