Hello, I'm Karin. Everyone knows that you have to be exceptionally careful when setting up and running a legal corporation. My preference of corporation is an LLC (Limited Liability Company). I have used this form of legal business structure for more than 10 years. One of the most important parts of the LLC is the Article of Incorporation. Recently, I was opening a new bank account and the bank officer wanted to see a copy of my Article of Incorporation. Unfortunately, I could not find my Article of Incorporation within my LLC kit and I had to figure out how to get the bank officer a new copy.
That's why I've created this special page within the site on llc corporations and to advise on how obtain a certified copy of your article of incorporation from your state.
How to Write Your Article of Incorporation
Although it is possible for you to write your own Article of Incorporation and there are many free templates online and other sources of information to help you do so I feel very strongly that you should use the assistance of a professional who is knowlegdeable of your State's incorporation laws to do so.
This may be the services of a lawyer or simply of an incorporation service. As business people/entrepreneurs we have many other things to worry about besides whether or not we formatted and wrote our Article of Incorporation correctly.
There also many be times in the future that changes are needed to the Article of Incorporation due to a particular situation happening in your business. Again, my advice is let the professionals handle it. Just as you specialize in a certain type of business and people come to you for your expertise so should you go to those who have an expertise in corporation law and specifically in amending the Article of Incorporation.
If you want to incorporate business online then you can get an llc application at MyLLC.com
How To Obtain A Certified Copy Of Your Article Of Incorporation
I was opening a new bank account when my bank officer noticed that my Article of Incorporation was missing from my LLC kit. I suspected that the last bank officer to copy the Article of Incorporation did not return them to my kit. At that time I was applying for a business loan and they needed to make copies of my LLC. When they returned I just assumed they had replaced all of the papers they took out.
This just goes to show that when anyone takes anything from your LLC kit make sure you know exactly what they have taken and make sure they replace it. Had I done this I would not have had to spend the additional $35 and time it took to get the new Article of Incorporation .
All that you need to do is contact your State's Division of Corporations and request a new copy of your Article of Incorporation. Most state websites will guide you through the process. I requested mine over the phone, paid with a credit card, and had a certified copy of my Article of Incorporation in about 7 days.
How to Amend Your Company's Article of Incorporation
Every corporation is allowed to make amendments to its articles of incorporation whenever it wants to add or change provisions that are required or allowed in the articles of incorporation and to even delete a provision that is not needed in the articles of incorporation. To determine whether any provisions are in fact required or even permitted in the articles of incorporation, the corporation needs to look at the effective date of amendment.
The board of directors of a corporation is authorized to adopt one or several amendments to the articles of incorporation of the corporation, unless otherwise stated or provided in the articles of incorporation. In fact, there may, under certain circumstances, be no need to have any shareholder action. However, under certain circumstances, the amendments to the articles of incorporation may be amended by the board of directors and also the shareholder.
Sometimes, the corporation may not have issued shares and so its board of directors or incorporators, in case initial directors have still not been named in the articles of incorporation and are not as yet elected, can still adopt one or several amendments to the articles of incorporation. Nevertheless, when a corporation is making amendments to its articles of incorporation, it must deliver to the secretary of state for filing articles of amendment and therein spell out things such as name of the corporation, text of all amendments adopted, and in case the amendment means exchanging, reclassifying or canceling issued shares, then provisions to implement the amendment shall also be given, if they are not contained in the amendments. In addition, the corporation must provide the date on which each amendment was adopted.
In other cases, the corporation can make amendments to its articles of incorporation without the board of directors or shareholders taking action, though only when the plan is to reorganize the corporation which has been ordered or decreed by any court of the land under federal statue, though only when the articles of incorporation after having been amended contain only provisions permitted or required by RCW 23B.02.020.
The effect of making amendments to the articles of incorporation is that such amendment(s) won't affect a cause of action that exists against or even in favor of the corporation, or to any proceeding to which the corporation is a party, or the existing rights of persons who are not shareholders of the corporation. Also, when an amendment results in a change to the name of the corporation it does not abate a proceeding brought by or against the corporation in its previous name.
Article Source: EzineArticles.com
Article of IncorporationHere is a really nicely done video by Paula Roberts, Executive Director of the Tennessee State University Small Business Development Center. She explains that in order to form an llc application, an individual must file an article of organization with the secretary of state.