§ 4-26-202 - Articles of incorporation.
4-26-202. Articles of incorporation.
(a) The articles of incorporation, which shall be duly signed by all of the incorporators, shall set forth:
(1) The name of the corporation;
(2) The period of duration, which may be perpetual;
(3) The purpose for which the corporation is organized;
(4) The aggregate number of shares which the corporation shall have authority to issue; if the shares are to consist of one (1) class only, the par value of each of the shares or a statement that all of the shares are without par value; or, if the shares are to be divided into classes, the number of shares of each class and a statement of the par value of the shares of each class or that the shares are to be without par value;
(5) If the shares are to be divided into classes, the designation of each class and a statement of the preferences, limitations, and relative rights in respect to the shares of each class;
(6) 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 series insofar as the series 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;
(7) A statement that the corporation will not commence business until consideration of the value of at least three hundred dollars ($300) has been received for the issuance of shares;
(8) Any provisions limiting or denying to shareholders the preemptive right to acquire additional or treasury shares of the corporation;
(9) Any provision not inconsistent with law, which the incorporators elect to set forth in the articles of incorporation for the regulation of the internal affairs of the corporation, including any provision which under this chapter is required or permitted to be set forth in the bylaws;
(10) The address, including street and number, if any, of its initial registered office, and the name of its initial registered agent at the address;
(11) The number of directors constituting the initial board of directors who are to serve as directors until the next annual meeting of shareholders or until their successors be elected and qualify. If the number of directors constituting the initial board is either one (1) or two (2), then a statement shall also be included in the article specifying the number of directors to be elected at the annual meeting,or special meeting called for that purpose, of the shareholders next following the time when the shares of the corporation become owned of record by more than one (1) or two (2) shareholders as the case may be;
(12) The name and address of each incorporator.
(b) It shall not be necessary to set forth in the articles of incorporation any of the corporate powers enumerated in this chapter.