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Can Articles

Can Articles: What You Need to Know

At Spodek Law Group, we understand that legal matters can be complex and confusing. One area that often raises questions is the topic of “can articles” – legal documents that establish and govern corporations. As experienced corporate attorneys, we’re here to break down everything you need to know about can articles and how they impact businesses.

What Are Can Articles?

Can articles, also known as articles of incorporation or corporate charter, are the founding documents that establish a corporation as a legal entity. They contain essential information about the company and are filed with the state to officially create the corporation.Think of can articles as a corporation’s birth certificate and rulebook all rolled into one. Just like a birth certificate proves a person’s existence and identity, can articles prove a corporation legally exists. And like a rulebook, they lay out the basic structure and rules for how the corporation will operate.Some key elements typically included in can articles are:

  • The corporation’s name
  • Its purpose and business activities
  • Number and types of shares of stock
  • Names and addresses of initial directors
  • Registered agent information
  • Duration of the corporation (if not perpetual)

Can articles are a crucial step in forming a corporation. Without properly filed can articles, your business does not legally exist as a corporation and cannot take advantage of the benefits of the corporate structure.

Why Are Can Articles Important?

You may be wondering – why go through the trouble of drafting and filing can articles in the first place? There are several important reasons:

  1. Legal Recognition: Can articles officially establish your business as a corporation in the eyes of the law. This gives you legal standing to operate, enter contracts, own property, etc. as a distinct entity.
  2. Limited Liability Protection: One of the biggest advantages of incorporating is the limited liability protection it provides owners. Can articles are essential for creating that corporate shield.
  3. Raising Capital: Can articles authorize the corporation to issue stock, which is necessary for raising capital from investors.
  4. Credibility: Having official can articles on file with the state lends credibility and legitimacy to your business.
  5. Tax Treatment: Corporations are taxed differently than other business structures. Can articles are required to receive corporate tax treatment.
  6. Perpetual Existence: Unlike sole proprietorships or partnerships, corporations can exist indefinitely. Can articles establish this perpetual existence.

So in essence, can articles are the foundation that your entire corporate structure is built upon. Getting them right is crucial for setting your business up for success.

Key Components of Can Articles

While the exact requirements vary by state, there are some standard components that are typically included in can articles:

1. Corporation Name

The name you choose for your corporation must be included in the can articles. This name needs to be unique and not already in use by another business in your state. It also usually needs to include a corporate designator like “Inc.” or “Corp.”

Christine Twomey
Christine Twomey
2024-03-21
Just had my Divorce case settled 2 months ago after having a horrible experience with another firm. I couldn’t be happier with Claire Banks and Elizabeth Garvey with their outstanding professionalism in doing so with Spodek Law Group. Any time I needed questions answered they were always prompt in doing so with all my uncertainties after 30 yrs of marriage.I feel from the bottom of my heart you will NOT be disappointed with either one. Thanks a million.
Brendan huisman
Brendan huisman
2024-03-18
Alex Zhik contacted me almost immediately when I reached out to Spodek for a consultation and was able to effectively communicate the path forward/consequences of my legal issue. I immediately agreed to hire Alex for his services and did not regret my choice. He was able to cover my case in court (with 1 day notice) and not only was he able to push my case down, he carefully negotiated a dismissal of the charge altogether. I highly recommend Spodek, and more specifically, Alex Zhik for all of your legal issues. Thanks guys!
Guerline Menard
Guerline Menard
2024-03-18
Thanks again Spodek law firm, particularly Esq Claire Banks who stood right there with us up to the finish line. Attached photos taken right outside of the court building and the smile on our faces represented victory, a breath of fresh air and satisfaction. We are very happy that this is over and we can move on with our lives. Thanks Spodek law 🙏🏼🙏🏼🙏🏼🙏🏼🙌🏼❤️
Keisha Parris
Keisha Parris
2024-03-15
Believe every single review here about Alex Z!! From our initial consultation, it was evident that Alex possessed a profound understanding of criminal law and a fierce dedication to his clients rights. Throughout the entirety of my case, Alex exhibited unparalleled professionalism and unwavering commitment. What sets Alex apart is not only his legal expertise but also his genuine compassion for his clients. He took the time to thoroughly explain my case, alleviating any concerns I had along the way. His exact words were “I’m not worried about it”. His unwavering support and guidance were invaluable throughout the entire process. I am immensely grateful for Alex's exceptional legal representation and wholeheartedly recommend his services to anyone in need of a skilled criminal defense attorney. Alex Z is not just a lawyer; he is a beacon of hope for those navigating the complexities of the legal system. If you find yourself in need of a dedicated and competent legal advocate, look no further than Alex Z.
Taïko Beauty
Taïko Beauty
2024-03-15
I don’t know where to start, I can write a novel about this firm, but one thing I will say is that having my best interest was their main priority since the beginning of my case which was back in Winter 2019. Miss Claire Banks, one of the best Attorneys in the firm represented me very well and was very professional, respectful, and truthful. Not once did she leave me in the dark, in fact she presented all options and routes that could possibly be considered for my case and she reinsured me that no matter what I decided to do, her and the team will have my back and that’s exactly what happened. Not only will I be liberated from this case, also, I will enjoy my freedom and continue to be a mother to my first born son and will have no restrictions with accomplishing my goals in life. Now that’s what I call victory!! I thank the Lord, My mother, Claire, and the Spodek team for standing by me and fighting with me. Words can’t describe how grateful I am to have the opportunity to work with this team. I’m very satisfied, very pleased with their performance, their hard work, and their diligence. Thank you team!
Anthony Williams
Anthony Williams
2024-03-12
Hey, how you guys doing? Good afternoon my name is Anthony Williams I just want to give a great shout out to the team of. Spodek law group. It is such a honor to use them and to use their assistance through this whole case from start to finish. They did everything that they said they was gonna do and if it ever comes down to it, if I ever have to use them again, hands-down they will be the first law office at the top of my list, thank you guys so much. It was a pleasure having you guys by my side so if you guys ever need them, do not hesitate to pick up the phone and give them a call.
Loveth Okpedo
Loveth Okpedo
2024-03-12
Very professional, very transparent, over all a great experience
Bee L
Bee L
2024-02-28
Amazing experience with Spodek! Very professional lawyers who take your case seriously. They treated me with respect, were always available, and answered any and all questions. They were able to help me very successfully and removed a huge stress. Highly recommend.
divesh patel
divesh patel
2024-02-24
I can't recommend Alex Zhik and Spodek Law Firm highly enough for their exceptional legal representation and personal mentorship. From the moment I engaged their services in October 2022, Alex took the time to understand my case thoroughly and provided guidance every step of the way. Alex's dedication to my case went above and beyond my expectations. His expertise, attention to detail, and commitment to achieving the best possible outcome were evident throughout the entire process. He took the time to mentor me, ensuring I understood the legal complexities involved to make informed decisions. Alex is the kind of guy you would want to have a beer with and has made a meaningful impact on me. I also want to acknowledge Todd Spodek, the leader of the firm, who played a crucial role in my case. His leadership and support bolstered the efforts of Alex, and his involvement highlighted the firm's commitment to excellence. Thanks to Alex Zhik and Todd Spodek, I achieved the outcome I desired, and I am incredibly grateful for their professionalism, expertise, and genuine care. If you're in need of legal representation, look no further than this outstanding team.

2. Corporate Purpose

This section outlines the general purpose and primary business activities of the corporation. It’s often kept broad to allow flexibility as the business grows and evolves.

3. Stock Information

Can articles must specify:

  • Number of authorized shares
  • Classes of stock (common, preferred, etc.)
  • Par value of shares

This information is crucial for raising capital and compensating employees/investors with equity.

4. Registered Agent

Every corporation needs a registered agent – a person or company designated to receive legal documents on behalf of the corporation. Their name and address must be listed.

5. Incorporator Information

The person(s) forming the corporation need to be identified. This is often the business owner, but can also be an attorney or other representative.

6. Director Information

Initial directors of the corporation are usually named in the can articles, though some states allow this to be done separately.

7. Additional Provisions

Can articles may include other provisions related to corporate governance, shareholder rights, etc. These are optional but can be useful for customizing the corporate structure.Getting all of these components right is crucial. Even small mistakes or omissions in your can articles can lead to issues down the road. That’s why it’s so important to work with an experienced corporate attorney when drafting these foundational documents.

The Process of Filing Can Articles

Now that you understand what goes into can articles, let’s look at the process of actually filing them:

  1. Choose a Business Name: Select a unique name that complies with your state’s requirements.
  2. Appoint a Registered Agent: Designate someone to receive legal documents for your corporation.
  3. Determine Your Share Structure: Decide how many shares to authorize and their par value.
  4. Draft the Articles: Prepare the document with all required information.
  5. File with the State: Submit the articles to your state’s business filing office, usually the Secretary of State.
  6. Pay the Filing Fee: Fees vary by state but typically range from $50 to $300.
  7. Wait for Approval: The state will review your filing and, if everything is in order, approve your articles.
  8. Receive Your Certificate: Once approved, you’ll receive an official certificate of incorporation.

While this process may seem straightforward, there are many potential pitfalls. Common mistakes include:

  • Choosing a name that’s already taken
  • Failing to include all required information
  • Incorrectly stating the corporate purpose
  • Errors in stock information
  • Listing an ineligible registered agent

These types of mistakes can lead to your filing being rejected, delaying the formation of your corporation and potentially causing other legal issues.That’s why we always recommend working with an experienced corporate attorney when filing can articles. At Spodek Law Group, we’ve helped countless businesses navigate this process smoothly and avoid costly errors.

Amending Can Articles

It’s important to note that can articles aren’t set in stones. As your business grows and evolves, you may need to make changes to your original filing. This is done through a process called “amending” the articles.Common reasons for amending can articles include:

  • Changing the corporate name
  • Altering the corporate purpose
  • Increasing or decreasing authorized shares
  • Changing the par value of shares
  • Adding or removing a provision

The amendment process typically involves:

  1. Board approval of the proposed changes
  2. Shareholder vote (if required)
  3. Filing articles of amendment with the state
  4. Paying a filing fee

While amendments are possible, it’s best to get your can articles right from the start. Amendments can be time-consuming and may have tax implications or affect existing contracts.

Can Articles vs. Bylaws: Understanding the Difference

One point of confusion for many business owners is the difference between can articles and corporate bylaws. While both are important governing documents for a corporation, they serve different purposes:

Can Articles Bylaws
Filed with the state Internal document
Establish the corporation’s existence Govern day-to-day operations
Contain basic corporate information Provide detailed operational rules
Required for incorporation Not required by law, but highly recommended
Public document Private document
Harder to change (requires state filing) Easier to amend (internal process)

Think of can articles as the foundation of your corporate house, while bylaws are the interior design. Both are important, but they serve different functions in creating and running your corporation.

The Importance of Professional Help with Can Articles

Given the complexity and importance of can articles, it’s crucial to get professional help when drafting and filing them. Here’s why:

  1. Legal Expertise: Corporate law is complex and varies by state. An experienced attorney understands these nuances.
  2. Customization: We can help tailor your can articles to your specific business needs and goals.
  3. Avoid Mistakes: Simple errors can lead to rejected filings or future legal issues. We ensure everything is done correctly.
  4. Save Time: Navigating the filing process can be time-consuming. We handle the details so you can focus on your business.
  5. Future Planning: We consider not just your current needs, but how your can articles might impact future growth and changes.

At Spodek Law Group, we’ve helped countless businesses successfully incorporate. We understand the ins and outs of can articles and can guide you through the process smoothly and efficiently.

Potential Pitfalls of DIY Can Articles

While it might be tempting to save money by drafting and filing can articles yourself, this can often lead to problems down the road. Here are some potential pitfalls of the DIY approach:

  1. Incomplete Information: Forgetting to include required elements can lead to rejected filings.
  2. Overly Restrictive Provisions: Without legal expertise, you might inadvertently include provisions that limit your business’s flexibility.
  3. Inadequate Stock Structure: Failing to properly structure your stock can make it difficult to raise capital later.
  4. Non-Compliance with State Laws: Each state has its own requirements. Failing to meet these can result in your corporation not being recognized.
  5. Tax Implications: Certain provisions in can articles can have significant tax consequences that a layperson might not anticipate.
  6. Future Legal Issues: Poorly drafted can articles can lead to disputes among shareholders or directors down the line.

Remember, can articles are the foundation of your corporation. Getting them right from the start can save you a lot of headaches (and money) in the future.

How Spodek Law Group Can Help

At Spodek Law Group, we have extensive experience helping businesses of all sizes with their can articles and other corporate formation needs. Here’s how we can assist you:

  1. Consultation: We’ll discuss your business goals and structure to determine the best approach for your can articles.
  2. Drafting: Our experienced attorneys will craft can articles tailored to your specific needs and compliant with all relevant laws.
  3. Filing: We’ll handle the entire filing process, ensuring all deadlines are met and responding to any queries from the state.
  4. Review: If you’ve already drafted can articles, we can review them to ensure they’re complete and legally sound.
  5. Amendments: Need to change your existing can articles? We can guide you through the amendment process.
  6. Ongoing Support: As your business grows, we’re here to help with any legal needs related to your corporate structure.

Don’t leave something as important as your can articles to chance. With Spodek Law Group on your side, you can rest assured that your corporation is built on a solid legal foundation.

Conclusion: The Cornerstones of Your Corporation

Can articles are more than just a legal formality – they’re the cornerstones of your corporation. They establish your business’s legal existence, define its basic structure, and set the stage for future growth and success.While the process of drafting and filing can articles may seem daunting, it doesn’t have to be. With the right legal guidance, you can ensure your can articles are comprehensive, compliant, and tailored to your business needs.At Spodek Law Group, we’re committed to helping businesses navigate the complexities of corporate law. Whether you’re just starting out or looking to make changes to an existing corporation, we’re here to help.Don’t leave your business’s foundation to chance. Contact Spodek Law Group today at 212-300-5196 or visit our website at https://www.federallawyers.com to learn more about how we can assist with your can articles and other corporate legal needs.Remember, a strong legal foundation is crucial for business success. Let us help you build that foundation with expertly crafted can articles. Your future self (and your business) will thank you!

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