Please see specific state for details and/or
differences.
ALABAMA
| ALASKA | ARIZONA | ARKANSAS
| CALIFORNIA | COLORADO
| CONNECTICUT | DELAWARE
| FLORIDA
GEORGIA | HAWAII | IDAHO
| ILLINOIS | INDIANA | IOWA
| KANSAS | KENTUCKY | LOUISIANA
| MAINE | MARYLAND
MASSACHUSETTS | MICHIGAN
| MINNESOTA | MISSISSIPPI
| MISSOURI | MONTANA | NEBRASKA
| NEVADA
NEW HAMPSHIRE | NEW
JERSEY | NEW MEXICO | NEW
YORK | NORTH CAROLINA | NORTH
DAKOTA | OHIO
OKLAHOMA | OREGON | PENNSYLVANIA
| RHODE ISLAND | SOUTH
CAROLINA | SOUTH DAKOTA | TENNESSEE
TEXAS | UTAH | VERMONT
| VIRGINIA | WASHINGTON
| WEST VIRGINIA | WISCONSIN
| WYOMING
ALABAMA
In Alabama, the Articles of
Incorporation must be directed to the Honorable Probate Judge of the
County in which the incorporators intend to conduct business.
Pursuant to Section 10-2A-91 of the Code of Alabama as amended,
the Probate Judge will then
determine if the Articles are appropriate and will see that same are
filed with the Secretary of State.
ALASKA
In
Alaska, the Articles of Incorporation for a new company must be
directed to the Commissioner of Commerce and Economic Development of the
state of Alaska. Organization
for a new corporation is governed pursuant to Section 10.06.208 of the
Alaska statutes, as amended.
ARIZONA
Articles of Incorporation must
be filed by both domestic and foreign corporations and the place(s) of
business, and an authorized agent must be identified to the state's
Corporation Commission. Suits
may be maintained in either the county where the agent is found or where
the cause of action arises.
Special
laws regulate banking and insurance corporations. The shareholders or stockholders of such companies may be
held individually responsible for contracts, debts and the engagement of
such corporations. Officers,
directors, managers and cashiers of corporate banking institutions may
be individually responsible under certain conditions relative to
insolvency or failing circumstances.
Monopolies
and certain trusts are not allowed nor is any corporate activity which
would, in any manner, fix prices, limit production, or regulate the
transportation of a product. It
is unlawful for any corporation to make contributions of money or
anything of value for the purpose of influencing any election or
official action. Other corporate activities are regulated under the
"General Corporation Law" of the state of Arizona.
(Sections 10-001 through 10-1223).
The Corporate Commission, which finds its basis under Article XV
of the Arizona Constitution, has the power to supervise and investigate
certain corporations and corporate activities including any corporation
whose stock is offered for sale to the public or any public service
corporation.
The
General Corporation Law of Arizona is divided into various Articles
including: Article
1-Substantive Provision, Article 2-Incorporation, Article 3-Amendments,
Article 4-Merger or Consolidation, Article 5-Sale of Business, Article
6-Dissenter's Rights, Article 7-Voluntary Dissolution and Liquidation,
Article 8-Involuntary Dissolution, Article 9-Foreign Corporations,
Article 10-Reports and Filings, Article 11-Penalties and Liabilities,
Article 12-General Provisions, Article 13-Close Corporations, Article
14-Unclaimed Shares and Dividends, Article 15-Corporation's Sale, and
Article 18-Business Trusts. Information
for general corporation law may be found in sections 10-002, 10-053,
10-058, 10-071, 10-078, 10-080, 10-082, 10-094, 10-106, 10-125, 10-135,
10-137, 10-201, 10-401, 10-421, 10-451, 10-481, and 10-501.
Particular non-profit applications are found in Sections 10-701,
10-751, 10-801, and 10-821. Special
provisions for professional corporations are found in section 10-901.
An additional governing regulation for Business Development
Corporations is found in Section 10-951.
Special provisions which apply to nonprofit corporations may be
found in Sections 10-1001, 10-1028, 10-1033, 10-1038, 10-1044, 10-1045,
10-1051, 10-1063, 10-1081, 10-1086, 10-1088 and 10-1121.
Special provisions for corporate takeovers may be found in
Sections 10-1201, 10-1211 and 10-1221.
ARKANSAS
In Arkansas, one or more persons may act as
the incorporator or incorporators of a corporation by delivering
Articles of Incorporation to the Secretary of State for filing.
The Articles of Incorporation must set forth a corporation name,
the number of shares the corporation is authorized to issue, and whether
or not there is a single or more than one class of stock.
It should also be stated as to whether or not the shares are
issued with or without par value. If the shares are divided into a
number of classes, the number of shares of each class must be stated, as
well as, the par value of each such class or that such shares are
without par value. The
initial registered office and the name of the registered agent must be
provided with the current street address.
The name and address of each incorporator must be included in the
Articles of Incorporation and the primary purpose or purposes for which
the corporation is organized may be stated; however, it will limit the
broad purposes provided in §4-27-301 of the Arkansas Code.
CALIFORNIA
In California, one or more natural persons,
partnerships, associations or corporations, domestic or foreign, may
form a corporation under Division 1 of Title 1 of the California
Corporation Code by executing and filing Articles of Incorporation.
If initial directors are named in the Articles, each director
named shall sign and acknowledge the Articles.
If the individual directors are not named, the Articles shall be
signed by one or more of the incorporators.
Corporate existence begins when the Articles are filed with the
Secretary of State. The
corporate existence shall be perpetual unless otherwise provided in the
Bylaws or so stated in the Articles.
The
Secretary of State will not accept Articles where the corporation’s
name is deceptive or misleading. The
use of the terms: "bank,"
"trust," "trustee" or related words are prohibited
unless there has been appropriate approval by the Superintendent of
Banks.
COLORADO
In order to incorporate in Colorado, it is
necessary to file certain Articles of Incorporation with the Secretary
of State. The Articles of
Incorporation must contain: a
corporate name which must include the word "Corporation,"
"Incorporated," "Company," or "Limited,"
or the abbreviation "Corp.", "Inc.",
"Co.", or "Ltd." and must be otherwise in compliance
with Title 7 of the Colorado revised statutes.
CONNECTICUT
A
Certificate of Incorporation in Connecticut shall set forth the name of
the corporation, the nature of business to be transacted, or the purpose
to be promoted or carried out.
It shall be sufficient to state either a loan or with other
business or purpose, that the purpose of the corporation is to engage in
any lawful act or activity as permitted under corporation laws.
By such statement, all lawful acts and activities shall be within
the purpose of the corporation. The Certificate of Incorporation shall
also indicate the designation of each class of shares, the authorized
number of shares of each class with the par value for each share, and
the authorized number of shares in each class plus the terms,
limitation, and relative rights regarding any preference of shares in
series thereof.
The minimum amount of stated capital with which the corporation
shall commence business shall also be stated.
The Certificate of Incorporation shall set forth the period, if
any, for which there is a limitation on the corporate existence and
shall also set forth any special provision under which the corporation
is organized.
The
Certificate of Incorporation may include any provisions not prohibited
by law for the regulation and management of the affairs of the
corporation, and for defining and regulating the powers of the
corporation, its officers, directors and shareholders or any class of
shareholders. A provision may be permitted limiting the personal
liability of directors to the corporation or shareholders from monetary
damages for breach of duty as a director.
This provision shall limit the liability to an amount that is not
less than the compensation received by the director for serving the
corporation during the year in which a violation or breach may have
occurred.
This provision would apply providing the breach did not: 1)
involve a knowing and comparable act in violation of the law, or 2)
enable the director and associate, as defined by subdivision (3) of
Section 33-374d, to receive an improper personal economic gain or to
show a lack of good faith and a conscious disregard for the duty of the
director to the corporation under the circumstances in which the
director was aware that his conduct or omission created an unjustifiable
risk to the corporation or constituted a sustained and unexcused pattern
of inattention.
DELAWARE
In Delaware, any person, partnership,
association or corporation without regard to residence, domicile or
state of incorporation may incorporate or establish an organization by
filing a Certificate of Incorporation executed pursuant to Section 103
of the General Corporation Law. This
certificate must be filed with the Division of Corporations in the
Department of State.
FLORIDA
In Florida, all corporate
filings must be with the Department of State.
The document must contain specific provisions of the Florida
Business Corporations Act, although other information may be included as
well. The document must be
typewritten or printed and must be in the English language.
The corporate name may not be in English letters or Arabic or
Roman numerals, and the certificate of status required of foreign
corporations need not be in
English, if accompanied by a reasonably authentic English translation.
The document must be executed by the chairman or vice chairman,
the Board of Directors or by its president or another officer.
If directors have not been selected or if a corporation has not
been formed, then it must be signed by the incorporator.
If the corporation is in the hands of a receiver, trustee or
other court appointed fiduciary, it must be signed by the fiduciary.
Whoever signs the document must sign it and state beneath or
opposite the signature, the name and capacity under which he signs.
The document may contain a corporate seal.
If there is specifically a prescribed form under Section
607.0121, the document must be in or on that prescribed form.
Finally, the document must be delivered to the office of the
Department of State for filing and must be accompanied by the
appropriate filing fee.
GEORGIA
Any corporation document filed
with the Secretary of State must be executed by the CEO, President or
officer of the corporation unless directors have not been selected,
in which case the incorporators must execute the document.
If the company is in the hands of a receiver, trustee or other
court appointed fiduciary, that fiduciary must sign.
Accompanying the signature should be the identity of the person
and capacity under which they sign. The document may contain: the
corporate seal, the attestation by the secretary or assistant secretary,
and acknowledgment. The document filed with the Secretary of State
should be accompanied by one exact or conformed copy plus the correct
filing fee and any specific certificate which may be required.
The
Secretary of State may prescribe and furnish, on request, forms for: an
application for a certificate of existence, a foreign corporation
application for certificate of authority to transact business in
Georgia, a foreign corporation's application for a certificate to
withdraw, the annual registration, and other particular forms.
HAWAII
In
Hawaii, the corporate document must first be sent to the Director
of the Department of Commerce and Consumer Affairs.
Once the document is delivered to the Director of the Department
of Commerce and Consumer Affairs, the Director will stamp the word
“filed” and the date of the delivery on the document.
IDAHO
In order to incorporate in Idaho, it is necessary to file certain
Articles of Incorporation with the Secretary of State.
ILLINOIS
All
corporate filings must be made with the Secretary of State of Illinois.
The Secretary issues a Certificate for Incorporation which
is evidence of corporate existence in Illinois.
INDIANA
Filing
with the Secretary of State in Indiana is regulated pursuant to Section
23-1-18-1. Filing must
contain information required by the Articles.
The document must be typewritten or printed and must be in the
English language. It also
must be executed by the chairman of the Board of Directors and must be
signed with the name and the capacity of the person signing.
The document then must be delivered to the office of the
Secretary of State for filing and must be accompanied by exact or
conformed copy. The correct filing fee must also be paid pursuant to Section
23-1-18-3. The present fee
for filing Articles is $90.00.
IOWA
In
order to incorporate in Iowa, it is necessary to file certain Articles
of Incorporation with the Secretary of State.
KANSAS
Pursuant
to Article 60, formation of a Corporation may occur when any person,
partnership, association or corporation, singly or jointly with the
other, forms a corporation. The corporation may be established for any lawful purpose.
In this regard, see Section 17.6001.
KENTUCKY
All
corporate documents in Kentucky must be filed with the Secretary of
State.
LOUISIANA
The
Articles of Incorporation, or multiple originals thereof, must be
filed with the Secretary of State together with the actual report
pursuant to R.S. 12:101. The
names of the directors and addresses must appear thereon.
The Secretary of State then files the Articles. After determining
that all matters have been properly filed, the Secretary of State issues
a Certificate of Corporate Existence. Then, 30 days after multiple
original Articles are copied and certified by the Secretary of State,
the Articles must be filed for record in the office of the Recorder of
Mortgages for the Parish in
which the registered office of the corporation is located.
Under Section 26, as a "condition precedent to doing
business," the corporation may not incur any debts until the amount
of capital with which it will begin business has been paid in full.
MAINE
The
Articles of Incorporation must be filed with the Secretary of State.
The beginning of corporate existence occurs once the filed
Articles have been approved by the Secretary of State.
Once the Articles have been approved by the Secretary of State,
an Organizational Meeting shall take place for the purpose of electing
the Board of Directors and adopting Bylaws.
MARYLAND
The "Maryland General
Corporation Law" requires that in order for a charter document to
be effective, it must be filed with the "Department."
The "Department" means the State Department of
Assessments and Taxations.
MASSACHUSETTS
In
the Commonwealth of Massachusetts, the Secretary of State has the duty
and obligation to examine each document submitted under the provisions
of Chapter 156B for filing purposes.
If the Secretary of State determines that proper compliance is
met, the Secretary of State will keep the record of the filing and keep
the documents and files in a manner convenient for public review and
inspection.
The Secretary of State shall cause a photographic or other copy
to be made of the Articles of Organization and amendments thereof as
filed, showing his approval endorsed thereon and shall deliver the same
to the corporation.
MICHIGAN
In
order to incorporate in Michigan, one or more persons must file Articles
of Incorporation with the "Administrator" under Section
21.200(131). The document filed under this Michigan Business
Corporation Act is effectuated by delivering the document to the
administrator, together with the fees and accompanying documents
required by law. The
Administrator then marks the document "filed," signs with his
title, and provides the date received and filed.
The documents must be filed in the English language.
MINNESOTA
Documents filed with the Secretary of
State in the state of Minnesota require that the documents be in the
English language. The
corporate name must be English language letters and characters. The
documents should be executed by the incorporators and verified.
An indication of the person’s title should also appear, and if
mandatory forms are required, the mandatory forms should be filed as
well.
MISSISSIPPI
Documents for incorporation in the
state of Mississippi must be filed with the Secretary of State.
Documents filed with the Secretary of State must be typewritten
or printed in black ink and must be in the English language.
The capacity in which a person signs must be identified.
The document must be delivered to the Secretary of State
accompanied with one exact or conformed copy, along with the appropriate
fees and taxes. A document accepted for filing is effective at the time of
filing on the date it is filed, as evidenced by the Secretary's
endorsement on the original document, or at the time specified in the
document. A delayed
effective time and date may be specified.
The Secretary of State, upon filing, stamps the word
"filed" together with their name and official title and the
date and time of receipt upon the document.
The Secretary of State then, upon request, furnishes a
Certificate of Existence for a domestic corporation or a Certificate of
Authority for a foreign corporation.
MISSOURI
The
filing requirements are that the document be typewritten or printed in
the English language and executed by the Chairman of the Board or the
President or another officer.
A capacity under which a person signs must be stated beneath the
signature.
Corporate existence would begin at the time of filing on the date
filed as evidenced by the Secretary of State's date and time endorsement
or the document may specify a later date for its commencement of
activities.
MONTANA
The
filing requirements in the state of Montana require compliance with
Chapter 1 of Title 35, which is known as the “Montana Business
Corporation Act.” The
Articles must be typewritten or printed and must be in the English
language.
NEBRASKA
The incorporators, on
behalf of the corporation, shall conduct the preliminary meeting and
shall function as the Board of Directors until the first meeting, at
which time the various officers and Board of Directors may be selected.
The incorporators must call the first meeting for organizational
purposes. An original and a
duplicate copy of the Articles must be filed with the Secretary of
State. The name of the corporation must be in the English language,
and the Articles must be typewritten or printed.
After filing with the Secretary of State, the duplicate copy
shall be recorded in the office of the County Clerk in the county where
the registered office of the corporation is located in Nebraska.
NEVADA
In order to incorporate in the state
of Nevada, it is necessary to file Articles of Incorporation with the
Secretary of State. One or
more natural persons may associate with each other to form a corporation
for the transaction of any lawful business or to promote or conduct any
legitimate object or purpose, pursuant to and subject to Chapter 78.
The Articles must conform with Section 78.035 and must be filed
with the Secretary of State.
NEW HAMPSHIRE
The Articles of Incorporation must be
filed with the Secretary of State by sending duplicate originals of the
Articles to the Secretary. Upon
the delivery and the tender of the required filing fee, the Secretary of
State will endorse each of the duplicate originals with the word
"filed" and the month, day, and year of the filing.
Such an endorsement is known as the "filing date" of
the Articles of Incorporation and is conclusive proof of the date and
time of filing. The Secretary of State will record one of the duplicate
originals in the Secretary's office and issue a certificate from the
corporation to which the Secretary will affix the duplicate original. The Certificate of Incorporation together with the duplicate
original of the Articles of Incorporation attached to the Certificate by
the Secretary shall be returned to the incorporators or their
representative.
NEW JERSEY
Documents
relating to corporations in the state of New Jersey must be filed with
the Secretary of State. The
documents must be in letters of the English language or Arabic or
Roman numerals. The
documents which are to be filed are to be delivered to the Secretary of
State with the proper fees and any required accompanying documents.
The Secretary of State will endorse the document with the word
"Filed," along with the Secretary's official title and the
date of filing with the Secretary's office.
The effective date is the time of filing, unless a later date is
specified, so long as that date is within 30 days after the date of
filing. The document shall
be signed by the chairman of the board, the president, or a
vice-president. The name of
the person and the capacity under which he signs must also be specified.
NEW MEXICO
In New Mexico, there exists the State
Corporation Commission which is operated by a Chief Clerk.
Each corporation (if not exempted) must file in the office of the
State Corporation Commission within 30 days after the date on which its
Certificate of Incorporation or its authority is issued by the
Commission. Biannually
thereafter, on or before the 15th day of the 3rd month following the end
of the corporation's taxable year, it must file a corporate report in
the form prescribed and furnished to the corporation.
Such report must show: (1)
current status of the corporation, (2) mailing address and street
address of its registered office in New Mexico and the name of the
agent, (3) names and addresses of all the directors and officers of the
corporation and when the term of office of each expires, (4) the
character of the corporate business and principal place of business
(address of registered office in the state or country under the laws of
which it was incorporated and the principal office), and (5) the date of
the next Annual Meeting. The
report must also disclose the status as of the last day of the taxable
year, the amounts of the authorized shares, the value and location of
the property, the gross receipts derived from business and property in
the state, the balance sheet of the corporation's financial condition,
as well as the corporation taxpayer identification numbers.
NEW YORK
Every
Certificate of Incorporation which is delivered to the Department of
State of the State of New York for filing must be in the English
language. The
corporate name may be in another language, however, if written in the English language or characters.
Original documents must be filed and signed and delivered to the
Department of State.
NORTH CAROLINA
Documents
relating to corporations in North Carolina must be filed with the
Secretary of State. They
must be typewritten or printed and must be in the English language.
The corporate name need not be in English if written in English
letters or Arabic or Roman numerals.
The effective date of any document is the date the document is
filed, as evidenced by the Secretary of State's date and time
endorsement on the original document.
NORTH DAKOTA
Unless a later date is specified for
the corporate existence of a corporation in North Dakota, its existence
begins when the Articles of Incorporation are filed with the Secretary
of State.
OHIO
In Ohio, a corporation must be filed
with the Secretary of State, and compliance must be met with Section
1701 et seq. The
information must be typewritten or printed and must be in the English
language. The documents,
such as the Articles of Incorporation, must be signed by the
incorporators prior to filing with the Secretary of State.
OKLAHOMA
In Oklahoma, the
Certificate of Incorporation must be filed with the Secretary of State.
The Certificate must be in compliance with the Business
Corporation Act of Oklahoma. It
must be executed, acknowledged and filed with a duplicate copy delivered
to the office of the Secretary of State, along with the appropriate
filing fee. Any corporate
franchise tax, as authorized by law to be collected by the Oklahoma Tax
Commission, shall be tender to the Oklahoma Tax Commission.
OREGON
Corporate
documents in the state of Oregon must be filed with the Secretary
of State. The document must
be in the English language. The
document must be executed by either the chairman of the Board of
Directors, its president, or another of its officers.
If the directors have not yet been selected, it should be
executed by an incorporator. If
the corporation is in the hands of a trustee, receiver or other court
appointed fiduciary, that fiduciary should execute the document filed
with the Secretary of State. The
person who signs the documents to be filed with the Secretary of State
must state the capacity under which he or she signs.
PENNSYLVANIA
Filing
requirements of the Commonwealth of Pennsylvania request that the
documents such as the Articles of Incorporation be submitted in
triplicate.
The name of the corporation shall be set forth, along with a post
office address. The act of assembly or authority by which the company
was organized or incorporated should also be noted.
A statement regarding the nature of the business should be set
forth. The name and residence of the company Treasurer must be stated.
Also, the Department of State shall note the fact and date of the
issuance of the Certificate of Incorporation.
RHODE ISLAND
The filing of Articles of
Incorporation must be done according to Section 7-1.1-49 by filing
duplicate originals. The
duplicate originals should be delivered to the Secretary of State.
If everything is in order, the Secretary of State will endorse
each duplicate original with the word “Filed.”
A copy of one of the original duplicates is kept at the office of
the Secretary of State while the other original duplicate is returned to
the individual incorporators with the issued Certificate of
Incorporation. After the
issuance of the Certificate of Incorporation, the majority of the
directors may call an Organizational Meeting for the purpose of
conducting business and outlining the business procedures of the
corporation.
SOUTH CAROLINA
The filing of corporate documents is
done through the office of the Secretary of State in South Carolina. The
filing must comply with the information required by Chapters 1 through
20 of Title 22 of the South Carolina Statutes. The Articles for
Incorporation must be typewritten or printed and must be in the English
language. The name of the
corporation must be in English letters or Arabic or Roman numerals.
The document must be executed by the chairman of the board or the
president of the new company. If
there are no directors, then the Articles of Incorporation must be
signed by the incorporators or by a fiduciary if the corporation is in
the hands of a receiver, a trustee, or some other fiduciary.
The Articles of Incorporation must be signed by the incorporators
and the individuals signing them must state the title under which each
individual signs the Articles. If
a mandatory form is required under the laws of South Carolina, the
mandatory form must be used. The
document then must be delivered to the Secretary of State and
accompanied by one exact or conformed copy.
Of course, the correct filing fees must be provided at the time
of filing with the Secretary of State.
SOUTH DAKOTA
Filings
must be accomplished with the Secretary of State with the original plus
an exact or conforming copy of the Articles of Incorporation.
All appropriate filing fees that need to be paid should also
accompany the original and exact copy of the Articles filed with the
Secretary of State. The
Secretary of State shall then endorse the word “filed” on the
original or the exact copy with the month, day and year of filing.
The Secretary of State will file the original in their office and
issue a Certificate of Incorporation.
TENNESSEE
A corporation in the state of
Tennessee may be established by a document which is typewritten in the
English language. The
corporation name must be written in English letters or Arabic or Roman
numerals. The document must
be executed by the president or other authorized officers.
TEXAS
In Texas, a corporation must be filed
with the Secretary of State and compliance must be met with the Texas
Business Corporation Act. The
filing of the Articles is through the Secretary of State who endorses
the word “Filed” on the original.
Although the original document remains in the office of the
Secretary of State, a Certificate of Incorporation will be issued.
UTAH
An original and one copy of the
Articles of Incorporation shall be delivered to the "Division of
Corporations and Commercial Code."
If that division finds that the Articles of Incorporation conform
to law, it will then, when fees have been paid as prescribed in Title
16, endorse on the original and one copy, the word "filed" and
the month, day and year of the filing.
The original shall be filed in the office of Division of
Corporations and Commercial Code, and the Certificate of Incorporation
shall be issued.
VERMONT
The
filing requirements for a new corporation in Vermont are covered under
Section 1.20.
Specific forms may be prescribed by the Secretary of State,
pursuant to Section 1.21.
The filing fees are set forth in Section 1.22.
VIRGINIA
The
filing requirements in the Commonwealth of Virginia for the Articles of
Incorporation are found in Section 13.1-604.
A document must be provided satisfying the requirements of the
section and any other section that adds to or varies from the
requirements which must be filed with the commission.
The document shall be one that the chapter requires or permits to
be filed with the commission, and the document shall contain the
information required by the chapter.
It may contain additional information as noted, particularly in
Section 13.1-619.
The document shall be typewritten or printed.
The typewritten or printed portion shall be in black, and
manually assigned
photocopies or other reproduced copies of typewritten or printed
documents may be filed.
The document shall be in the English language; however, the
corporate name need not be in English, if written in English letters or
Arabic or Roman numerals. The Articles of a foreign corporation need not
be in English if accompanied by a reasonably authenticated English
translation.
The document shall be executed in the name of the corporation.
The individual executing the document shall sign it and state
beneath or opposite their signature the name and capacity under which
each signs.
If the commission has prescribed a mandatory form to be used,
then such form must be used as requested by the commission.
WASHINGTON
In
Washington, a Certificate of Existence or Certificate of
Authorization is one which is issued by the Secretary of State upon the
proper filing of the Articles of Incorporation.
WEST VIRGINIA
The
Secretary of State of West Virginia is constituted as the
attorney-in-fact for, and on behalf of, every corporation created by
virtue of the laws of West Virginia.
Articles of Incorporation must be filed with the Secretary of
State who will certify the filing.
Each set of Articles of Incorporation must be filed as duplicate
originals.
(Both copies must be executed in the original form).
The Articles must be delivered to the Secretary of State for
filing.
The Secretary will endorse upon each duplicate original the word
“Filed,” along with the month, day and year of the filing.
One original shall be kept in the Secretary’s office.
The Secretary will issue a Certificate of Incorporation to which
the other original will be affixed.
If the corporation is a domestic corporation, it shall cause its
Certificate or certified copy of the Certificate to be recorded in the
Clerk of the County Commissioner of the county in which the
corporation’s principal office is located (See Section 31-1-28).
WISCONSIN
Filing in Wisconsin must be
accomplished through the Secretary of State’s office.
The document must be delivered to the Secretary of State’s
office for filing, along with the appropriate filing fee.
Documents filed with the Secretary of State shall be executed by
an officer of the corporation. However, if a Board of Directors has not
been selected, an incorporator must sign.
If the corporation is in the hands of a receiver, trustee, or
court appointed fiduciary, the fiduciary must sign.
The capacity in which a person signs must also be stated. A document filed by the Secretary of State under Wisconsin
Business Corporation Law is effective on the date that it is received by
the office of the Secretary of State for filing at: (1) the time of
day specified in the document; or (2)
if no time is specified, then at the close of business.
WYOMING
All documents relating to
corporations in Wyoming must be filed with the Secretary of State.
The document must be typewritten or printed.
It shall be in the English language.
However, the corporate name may be in another language as long as
it is written in English letters or Arabic or Roman numerals.
The document must be executed by the Chairman of the Board of
Directors or by its President or by another officer. However, if a
President or officers have not been elected or selected, the document
must be executed by an incorporator.
If the corporation is in the hands of a receiver, trustee or a
fiduciary appointed by the court, it must be exercised by that
fiduciary.
Certain
specific forms may be required by the Secretary of State.
Examples of such forms are:
the application for a Certificate of Existence and a foreign
corporation’s application for a Certificate of Authority to transact
business in Wyoming. A
foreign corporation is any corporation which has not been incorporated
in Wyoming.
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