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ARTICLES OF INCORPORATION (USA)

ARTICLES OF INCORPORATION

OF

[INSERT COMPANY’S NAME], INC.

ARTICLE I: NAME

The name of the corporation is "[INSERT NAME OF THE COMPANY], INC."

ARTICLE II: DURATION

The period of the corporation's duration shall be perpetual.

ARTICLE III: REGISTERED OFFICE

The street address of the initial registered office of the corporation is [INSERT REGISTERED OFFICE ADDRESS].

ARTICLE IV: REGISTERED AGENT

The name of the initial registered agent at such address is [INSERT REGISTERED AGENT’S NAME].

ARTICLE V: PURPOSE

The purpose for which the corporation is organized is to engage in any lawful act or activity for which corporations may be organized under the [INSERT APPLICABLE STATE] Business Corporation Act.

ARTICLE VI: CAPITAL STOCK

The total number of shares of all classes of stock that the corporation has authority to issue is [INSERT TOTAL NUMBER OF SHARES]. The par value of each share is $[INSERT PAR VALUE].

ARTICLE VII: INCORPORATORS

The names and addresses of the incorporators are as follows:

  1. [INSERT NAME OF INCORPORATOR 1] [INSERT ADDRESS OF INCORPORATOR 1]
  2. [INSERT NAME OF INCORPORATOR 2 ] [INSERT ADDRESS OF INCORPORATOR 2]
  3. [INSERT NAME OF INCORPORATOR 3] [INSERT ADDRESS OF INCORPORATOR 3]

ARTICLE VIII: BOARD OF DIRECTORS

The initial Board of Directors shall consist of [Number of Directors] directors. The names and addresses of the directors are as follows:

  1. [INSERT NAME OF DIRECTOR 1] [INSERT ADDRESS OF DIRECTOR 1]
  2. [INSERT NAME OF DIRECTOR 2] [INSERT ADDRESS OF DIRECTOR 2]
  3. [INSERT NAME OF DIRECTOR 3] [INSERT ADDRESS OF DIRECTOR 3]

ARTICLE IX: BYLAWS

The corporation shall adopt bylaws, which may be amended by the Board of Directors.

ARTICLE X: INDEMNIFICATION

The corporation shall indemnify its directors, officers, employees, and agents to the fullest extent permitted by law.

ARTICLE XI: AMENDMENTS

The provisions of Articles of Incorporation may be amended, altered, changed or repealed by a majority vote of the Board of Directors and the shareholders.

ARTICLE XII: POWERS OF DIRECTORS

In furtherance, and not in limitation of the powers conferred by statute, the Board of Directors is expressly authorized:

  1. Subject to the Bylaws, if any, adopted by the shareholders, to make, alter or repeal the Bylaws of the Corporation;
  2. To authorize and cause to be executed mortgages and liens, with or without limit as to amount, upon the real and personal property of the Corporation;
  3. To authorize the guaranty by the Corporation of securities, evidences of indebtedness and obligations of other persons, corporations and business entities;
  4. To set apart out of any of the funds of the Corporation available for dividends a reserve or reserves for any proper purpose and to abolish any such reserve; and
  5. By resolution adopted by a majority of the whole Board, to designate one or more committees, each committee to consist of one or more of the Directors of the Corporation, which, to the extent provided in the resolution or in the Bylaws of the Directors in the management of the business and affairs of the Corporation, and may authorize the seal of the Corporation to be affixed to all papers which may require it. Such committee or committees shall have such name or names as may be stated in the Bylaws of the Corporation or as may be determined from time to time by resolution adopted by the Board of Directors.
  6. All corporate powers of the Corporation shall be exercised by the Board of Directors except as otherwise provided herein or by law.
  7. [INSERT ANY OTHER POWER, IF ANY]

IN WITNESS WHEREOF, the undersigned incorporators have executed these Articles of Incorporation on this [INSERT THE DATE OF EXECUTION].

By Incorporator 1:

Name: [INSERT NAME OF INCORPORATOR 1]

Signature:

Date: [INSERT SIGNING DATE OF INCORPORATOR 1]

By Incorporator 2:

Name: [INSERT NAME OF INCORPORATOR 2]

Signature:

Date: [INSERT SIGNING DATE OF INCORPORATOR 2]

By Incorporator 3:

Name: [INSERT NAME OF INCORPORATOR 3]

Signature:

Date: [INSERT SIGNING DATE OF INCORPORATOR 3]