Model Business Corporation Act

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§ 1.4 Definitions: Articles of Incorporation

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Articles of incorporation filed with secretary of state. Any filing restating full articles replaces any previous document.

MBCA § 1.4(1)

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§ 1.4 Definitions: Employee

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Includes an officer but not a director, unless director also accepts duties of an employee.

MBCA § 1.4(8)

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§ 2.02 Articles of Incorporation: Must include

MBCA § 2.02(a)

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1. Corporate Name
2. Number of authorized shares
3. Statutory agent's name and address
4. Name and address of each incorporator

MBCA § 2.02(a)

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§ 2.02 Articles of Incorporation: May include

MBCA § 2.02(b)

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1. Directors
2. Purpose of corporation
3. Provisions managing the business and regulating the affairs of the corporation
4. Provisions defining, limiting, and regulating the powers of the corporation, board of directors, and shareholders.
5. Par value for authorized shares
6. Imposition of personal liability on shareholders for debts of corporation to a specified extent and specified conditions
7. Any provision required or permitted
8. Limits of liability for director

MBCA § 2.02(b)

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§ 2.03 Incorporation: Proof and timing

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Articles filed with secretary of state shall be conclusive proof of incorporation upon the date articles are accepted, except in an action by the State to dissolve.

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2.04 Liability for pre-incorporation transactions

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Joint and several liability

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2.05 Organization

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Initial directors, or incorporators, shall hold organizational meeting to appoint officers and adopt bylaws. Majority of directors required.

Incorporators may conduct activity in writing signed by each incorporator.

MBCA § 2.05
MBCA § 2.05

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3.02 General Powers

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1. Sue and be sued
2. Use logo
3. Make and amend bylaws
4. Have, use, and dispose of real and personal property.
6. Obtain, use, and dispose of interests in other entities.
7. Contract
8. Lend money, make investments
9. Member of partnership or other entity
10. Act in this or any state.
11. Elect directors and appoint officers.
12. Retirement planning for current and former directors, officers, employees, and agents.
13. Donations for the public welfare
14. Any lawful business that will aid government policy.
15. Do any act, not inconsistent with law, that furthers business of the corporation.

MBCA § 3.02

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3.04 Ultra Vires

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Power of corporation to act may not be challenged, except: 1) shareholders may seek an injunction, 2) derivative actions, 3) in quo warranto by the State.

MBCA § 3.04

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4.01 Corporate Name

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Must contain the word corporation, incorporated, company, limited, corp, inc, co, or ltd or the like in another language.

Cannot imply a purpose other than one permitted and its stated purpose.

Must be unique.

MBCA § 4.01

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5.01 Registered Agent

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Must continuously maintain registered agent who may be an individual or corporation, with an office in the state.

MBCA § 5.01

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6.01 Authorized shares

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Must authorize one more class of shares with unlimited voting rights and one or more class of shares entitled to net assets of corporation upon dissolution.

May authorize one or more class of shares with special rights.

MBCA § 6.01

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6.03 Issued and Outstanding Shares

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Issued shares are outstanding until they are reacquired, redeemed, converted, or canceled.

MBCA § 6.03

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6.21 Issuance of Shares

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May be issued for adequate consideration including tangible or intangible property, cash, promissory notes, services performed, contracts for services to be performed, or other security.

MBCA § 6.21

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6.22 Liability of Shareholders

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Shareholders are not personally liable for acts or debts of the corporation.

MBCA § 6.22