§ 4

Whenever three or more adult persons, citizens of the United States of America, at least two of whom shall be citizens of this State, shall desire to form a corporation under this act, on a limited-dividend basis, they shall sign, acknowledge and verify under oath, before some officer competent to take acknowledgment of deeds, a statement of incorporation setting forth the following: (1) The name of the corporation. (2) The address, including street and number, if any, of its initial registered office in this State; and the name of its initial registered agent at such address. (3) The period of duration, which may be perpetual. (4) The name and address, including street and number, if any, of each incorporator. (5) The purpose or purposes for which the corporation is organized. (6) The aggregate number of shares which the corporation shall have authority to issue; also, if said shares are to consist of one class only, the par value of each of said shares, or a statement that all of said shares are without par value; or, if said shares are to be divided into classes, the number of shares of each class, if any, that are to have a par value and the par value of each share of each such class, and the number of shares of each class, if any, that are to be without par value. (7) If the shares are to be divided into classes, the designation of each class and a statement of the preferences, qualifications, limitations, restrictions, and the special or relative rights in respect of the shares of each class. (8) If the corporation is to issue the shares of any preferred or special class in series, then the designation of each series and a statement of the variations in the relative rights and preferences as between different series in so far as the same are to be fixed in the articles of incorporation, and a statement of any authority to be vested in the board of directors to establish series and fix and determine the variations in the relative rights and preferences as between series. (9) The number and class of shares which the corporation proposes to issue without further report to the Secretary of State, and the consideration to be received by the corporation therefor, which shall be not less than $1,000. If shares of more than one class are to be issued, the consideration for shares of each class shall be separately stated. (10) The number of directors to be elected at the first meeting of shareholders. (11) Any provision which the incorporators may choose to insert limiting or denying to shareholders the preemptive right to acquire additional shares, whether then or thereafter authorized, of the corporation. (12) Any provisions, not inconsistent with law, which the incorporators may choose to insert, for the regulation of the internal affairs of the corporation. (13) An estimate, expressed in dollars, of the value of all the property to be owned by the corporation for the following year, wherever located, and an estimate of the value of the property to be located within this State during such year, and an estimate, expressed in dollars, of the gross amount of business which will be transacted by it during such year and an estimate of the gross amount thereof which will be transacted by it at or from places of business in this State during such year. If all the property of the corporation is to be located in this State and all of its business is to be transacted at or from places of business in this State, or if the incorporators elect to pay the initial franchise tax on the basis of its entire stated capital and paid-in surplus, then the information required by this sub-paragraph need not be set forth in the articles of incorporation. (14) A statement that the corporation will not commence business until at least $1,000 has been received as consideration for the issuance of shares. (15) A provision that no real property of the corporation will be sold, transferred or assigned except under and pursuant to the provisions of this act. Whenever three or more adult persons, citizens of the United States of America, at least two of whom shall be citizens of this State, shall desire to form a corporation under this act on a not-for-profit basis, they shall sign, acknowledge and verify under oath, before some officer competent to take acknowledgment of deeds, articles of incorporation setting forth the following: (1) The name of the corporation. (2) The purpose or purposes for which the corporation is organized. (3) The period of duration, which may be perpetual. (4) The name and address of each incorporator. (5) The number of directors constituting the first board of directors, and the name and address of each such director. (6) The address of its initial registered office in this State, and the name of its initial registered agent at such address. (7) Any provision which the incorporators may choose to insert limiting, enlarging or denying the right of the members or any class or classes of members, to vote. (8) Any provisions, not inconsistent with law, which the incorporators may choose to insert for the regulation of the internal affairs of the corporation, including any provision for distribution of assets on dissolution or final liquidation. (9) A provision that no real property of the corporation shall be sold, transferred or assigned except under and pursuant to the provisions of this act.

Legislative History

(Source: P.A. 76-1176.)