Example: State B’s default provisions state that an affirmative vote of two-thirds of the shareholders

is required to remove a director from office. However, the Articles may provide instead that only a
majority vote is needed (which might meet the needs of the shareholders but not necessarily the
directors.)
Other common provisions:

naming initial directors (when not required by law)

the insertion of preemptive rights to help maintain the voting power of existing shareholders
the insertion of cumulative voting provisions will enhance the voting power of minority shareholders.
Many provisions regulating the corporation’s business and affairs can be contained in the bylaws
instead of the articles. Bylaws are not filed with the state. However, certain provisions must be set
forth in the articles in order to be effective.

What is the role of the incorporator?

Incorporators sign the articles of incorporation and deliver them to the state for filing, together with
the state required filing fee. An incorporator may be a natural person or, in many states, a corporation
(such as a corporate service provider) and does not have to have an ongoing relationship with the
company, such as shareholder or director. In most states, only one incorporator is required, and few
specifically impose residency or age requirements on incorporators.

If the articles identify the corporation’s initial directors, the incorporators’ powers cease upon filing the
articles. If articles do not name the initial directors, the incorporators must elect the directors. After
the election of the initial directors, the powers and responsibilities of the incorporators cease.

What happens after the articles are filed?

The secretary of state’s office reviews the articles to ensure they are complete and that the corporate
name is acceptable and available. The corporation’s existence begins when the state accepts the
articles of incorporation unless the articles provided for a delayed effective date. (This is sometimes
helpful for financial and tax planning.)

In addition to filing with the state filing office, some states require an additional filing or recording on
the county level. Furthermore, some states require publication of the incorporation in one or more
local newspapers.

Once in existence, the corporation must hold the initial meetings of shareholders and directors, adopt
bylaws, appoint officers, and issue stock. These events must be properly recorded in the corporate
record book. The corporation must also apply for a federal tax identification number (EIN) before
doing business or opening bank accounts. Many times, the corporation will need to obtain business
permits—even for an online business. In some cases, the corporation might also want to file an S
corporation election with the IRS.

Conclusion
The articles of incorporation may be thought of as the “birth certificate” of a corporation. In most
cases, only basic information is required. However, it is important to remember that statutory
requirements, such as what form to use, where to file, what fees to pay and to whom, etc., vary greatly
from state to state. And, in many cases, the parties will want to customize the articles to override
statutory default provisions. For these reasons, it’s important to work with compliance experts who
are aware of the nuances of each state’s requirements and can help their customers with these
requirements.