Can Articles
Contents
- 1 Can Articles: What You Need to Know
- 2 What Are Can Articles?
- 3 Why Are Can Articles Important?
- 4 Key Components of Can Articles
- 5 1. Corporation Name
- 6 2. Corporate Purpose
- 7 3. Stock Information
- 8 4. Registered Agent
- 9 5. Incorporator Information
- 10 6. Director Information
- 11 7. Additional Provisions
- 12 The Process of Filing Can Articles
- 13 Amending Can Articles
- 14 Can Articles vs. Bylaws: Understanding the Difference
- 15 The Importance of Professional Help with Can Articles
- 16 Potential Pitfalls of DIY Can Articles
- 17 How Spodek Law Group Can Help
- 18 Conclusion: The Cornerstones of Your Corporation
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:
- 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.
- 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.
- Raising Capital: Can articles authorize the corporation to issue stock, which is necessary for raising capital from investors.
- Credibility: Having official can articles on file with the state lends credibility and legitimacy to your business.
- Tax Treatment: Corporations are taxed differently than other business structures. Can articles are required to receive corporate tax treatment.
- 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.”
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:
- Choose a Business Name: Select a unique name that complies with your state’s requirements.
- Appoint a Registered Agent: Designate someone to receive legal documents for your corporation.
- Determine Your Share Structure: Decide how many shares to authorize and their par value.
- Draft the Articles: Prepare the document with all required information.
- File with the State: Submit the articles to your state’s business filing office, usually the Secretary of State.
- Pay the Filing Fee: Fees vary by state but typically range from $50 to $300.
- Wait for Approval: The state will review your filing and, if everything is in order, approve your articles.
- 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:
- Board approval of the proposed changes
- Shareholder vote (if required)
- Filing articles of amendment with the state
- 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:
- Legal Expertise: Corporate law is complex and varies by state. An experienced attorney understands these nuances.
- Customization: We can help tailor your can articles to your specific business needs and goals.
- Avoid Mistakes: Simple errors can lead to rejected filings or future legal issues. We ensure everything is done correctly.
- Save Time: Navigating the filing process can be time-consuming. We handle the details so you can focus on your business.
- 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:
- Incomplete Information: Forgetting to include required elements can lead to rejected filings.
- Overly Restrictive Provisions: Without legal expertise, you might inadvertently include provisions that limit your business’s flexibility.
- Inadequate Stock Structure: Failing to properly structure your stock can make it difficult to raise capital later.
- Non-Compliance with State Laws: Each state has its own requirements. Failing to meet these can result in your corporation not being recognized.
- Tax Implications: Certain provisions in can articles can have significant tax consequences that a layperson might not anticipate.
- 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:
- Consultation: We’ll discuss your business goals and structure to determine the best approach for your can articles.
- Drafting: Our experienced attorneys will craft can articles tailored to your specific needs and compliant with all relevant laws.
- Filing: We’ll handle the entire filing process, ensuring all deadlines are met and responding to any queries from the state.
- Review: If you’ve already drafted can articles, we can review them to ensure they’re complete and legally sound.
- Amendments: Need to change your existing can articles? We can guide you through the amendment process.
- 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!