S Corporation Articles of Incorporation are essential when business owners wish to form a corporation that combines the limited liability protection of a traditional corporation with the pass-through taxation benefits of a partnership. This document must comply with both state-specific corporate formation requirements and IRS regulations for S corporations, including restrictions on the number and type of shareholders, and the limitation to one class of stock. The articles serve as the corporation's charter and are typically filed when starting a new business or converting an existing entity to an S corporation structure.
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1. Article I - Name: States the official corporate name that complies with state requirements
2. Article II - Registered Office and Agent: Designates the official address and registered agent for service of process
3. Article III - Purpose: States the general business purpose of the corporation
4. Article IV - Stock: Specifies authorized shares and single class of stock requirement
5. Article V - Directors: Names initial directors and establishes board structure
6. Article VI - Incorporator: Identifies the incorporator(s) with name and address
1. Article VII - Bylaws: Provisions regarding adoption and amendment of bylaws
2. Article VIII - Limitation of Director Liability: Provisions limiting director liability
3. Article IX - Indemnification: Provisions for indemnifying officers and directors
1. Schedule A - Initial Shareholders: List of initial shareholders and their stock allocation
2. Schedule B - Initial Directors: Detailed information about initial board members
3. Form 2553: IRS Election by a Small Business Corporation form
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