§ 4-28-206 - Articles of incorporation generally.
4-28-206. Articles of incorporation generally.
(a) Any association of persons desirous of becoming incorporated under the provisions of 4-28-201 -- 4-28-206 and 4-28-209 -- 4-28-224 shall file with the circuit court of the county in which the main office or principal place of business of the proposed corporation is located or proposed to be located signed and verified articles of incorporation, which shall set forth the following:
(1) The name of the corporation;
(2) The period of duration, which may be perpetual;
(3) The purposes for which the corporation is organized;
(4) Any provisions, 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 for distribution of assets on dissolution or final liquidation;
(5) The address of its main office or principal place of business, and the name of its registered agent at that address;
(6) The number of directors constituting the initial board of directors and the names and addresses of the persons who are to serve as the initial directors; and
(7) The name and address of each incorporator.
(b) If the circuit court finds that the articles of incorporation conform to law and that the incorporation is for a lawful purpose and is in the best interests of the public, the court may issue an order approving the incorporation of the proposed association of persons.
(c) If the court approves the incorporation, the articles of incorporation in duplicate, signed and verified, and a copy of the order of the court approving the incorporation shall be transmitted to the Secretary of State, who shall, when all fees have been paid as prescribed in 4-28-201 -- 4-28-206 and 4-28-209 -- 4-28-224:
(1) File the original of the articles in his or her office; and
(2) Issue a certificate of incorporation to which he or she shall affix the other copy of the articles endorsed with the word "Filed" and the month, day, and year of the filing and return the certificate of incorporation to the incorporators or their representative.
(d) A corporation may amend its articles of incorporation from time to time, provided that the amendments are lawful under 4-28-201 -- 4-28-206 and 4-28-209 -- 4-28-224. A copy of all amendments shall be filed with the Secretary of State within thirty (30) days after their passage.