Posted: September 9th, 2022
Articles of Incorporation of AOB Trinkets, Inc. Corporation
Articles of Incorporation of AOB Trinkets, Inc. Corporation
The undersigned Incorporator of AOB Trinkets, Inc. Corporation, a subchapter s-corporation, adopts the following Articles of Incorporation:
Article I
Name
The name of the corporation is AOB Trinkets, Inc. Corporation.
Article II
Duration
The period of the corporation’s duration is that it has no limitation on period.
Article III
Purpose
The purpose for which the corporation is established is to implement and all lawful business for which corporations can be organized pursuant to Lalaland Statutes.
Article IV
Powers
The corporation has the power to be involved in all the lawful operations under the corporation code of the state of Lalaland, including opening and operating bank accounts.
The hiring of full-time employees to run the operations of the business and remunerating them appropriately.
Article V
Address
The main office of the corporation will be in the city of Mayberry, where the business is located. The mailing address is 123 Main Street Mayberry.
Article VI
Authorized shares
The number of authorized shares stands at for the corporation stands at $ 100,000.
Article VII
Investors and officers
The Corporation Board of Directors and officers shall be compromised of the following persons:
Name Title Address
Andy Investor 123 Main Street Mayberry
Opie Investor 123 Main Street Mayberry
Bee Investor 123 Main Street Mayberry
Barney Fife Employee 123 Main Street Mayberry
Gomer Pyle Employee 123 Main Street Mayberry
Article VII
By-laws
The incorporator shall adopt different by-laws to govern the operations in the corporation. The stockholders in the corporation can amend the by-laws at any time (Dermirguc, Love and Maksimovic, 2004). The by-laws include:
1. The annual meeting will be held on January 10 in the different homes of the investors.
2. The corporation’s decisions to start a new line of business from the selling of souvenirs will be effected upon the unanimous decision by the investors.
3. The authority to speak on behalf of the corporation is a preserve and privilege of the three investors (Andy, Opie, and Bee). The two officers Barney Fife and Gomer Pyle, have no authority to speak on behalf of the corporation despite them being members of the board.
4. The hiring of officers to be involved will be done through the vote of the majority from the board of directors.
5. The three initial directors will not be in a position to receive salaries like the two additional officers but will rather get a share from the net income generate based on their shares in the corporation.
Article VIII
IRS form
The corporation, just like any other business, is obligated to pay taxes. The Internal Revenue Service (IRS) will be customized to be as that of an s-corporation. The corporate income, losses, deduction, and credit will be passed to the shareholders for the purpose of federal tax.
The shareholders will report their income and losses in personal tax returns where tax will be assessed at their individual income tax rates (Kootstra, 2009). This approach ensures that there is no double taxation where the corporation and the shareholders are taxed.
Article IX
Dissolution
Upon disagreements between the initial directors, the corporations will be dissolved. Upon the dissolution, the stock of the corporation will only be sold to any of the three initial directors through an agreement. The stock will not be sold to any external party. The proceeds will be shared among the remaining initial directors based on their shares.
Article X
Incorporator
I,……………………………., residing at……………………………………………….,
Execute these Articles of incorporation dated this………………….day of
……………………………………………….,………………………………………
………………………………………………………
Incorporator
References
Demirgüç-Kunt, A., Love, I., & Maksimovic, V. (2004). Business environment and the incorporation decision. The World Bank.
Kootstra, G. L. (2009). The incorporation of design management in today’s business practices. Holland University of Applied Sciences.
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