CA Flexible Purpose Company (FPC) Articles of Incorporation

This is a template articles of incorporation for a Flexible Purpose Corporation authorized by California law.

This template for a California Flexible Purpose Corporation is for informational purposes only and does not constitute advertising, a solicitation, or legal advice. Review of or use of this template does not constitute formation of an attorney-client relationship. COMAR LAW disclaims all liability with regard to use of this template. Readers of this template should not rely upon this document without seeking legal advice from a licensed attorney in the reader’s state.




I. NAME. The name of this corporation shall be: [Name of Company] FPC

II. INITIAL BUSINESS ADDRESS. The initial business address in California of this corporation is:

[City, State, Zip]

III. AGENT FOR SERVICE OF PROCESS. The name and complete business address in California of this corporation’s initial agent for service of process are:

[City, State, Zip]

IV. PURPOSE. The purpose of this flexible purpose corporation is to engage in any lawful act or activity for which a flexible purpose corporation may be organized under Division 1.5 of the California Corporations Code, other than the banking business, the trust company business or the practice of a profession permitted to be incorporated by the California Corporations Code, for the benefit of the long-term and the short-term interests of the flexible purpose corporation and its shareholders and in furtherance of the following enumerated purposes: [The business must describe its business purpose here, e.g., to promote positive effects on society through a specific technology or service.]

A purpose of this flexible purpose corporation is to engage in promoting positive short-term or long-term effects of, or minimizing adverse short-term or long-term effects of, this flexible purpose corporation’s activities upon (1) its employees, suppliers, customers, and creditors; (2) the community and society; and (3) the environment.

V. FLEXIBLE PURPOSE ACT. This corporation is organized as a flexible purpose corporation under the Corporate Flexibility Act of 2011.

VI. SHARE STRUCTURE. This corporation is authorized to issue one class of shares, to be designated “Common” shares. The total number of such shares authorized to be issued is [# of shares] shares.

VII. SOLE INCORPORATOR.The name of the sole incorporator of this corporation is [Name of sole incorporator].

VIII. DIRECTORS MAY ADOPT, AMEND OR REPEAL BY-LAWS. In furtherance and not in limitation of the powers conferred by the laws of the State of California, the board of directors is expressly authorized to adopt, amend or repeal the by-laws of this corporation.

IX. DIRECTOR LIABILITY; INDEMNITY OF AGENTS. The liability of the directors of this corporation for monetary damages shall be eliminated to the fullest extent permissible under California law.

This corporation is authorized to provide indemnification of agents (as defined in Section 2702 of the Corporations Code of the State of California) for breach of duty to this corporation and its shareholders through bylaw provisions or through agreements with agents, or both, to the fullest extent permissible under California law. Any repeal or modification of the provisions of this Article IX shall not adversely affect any rights or protections to which the corporation’s directors, officers or agents were entitled prior to such repeal or modification.

IN WITNESS WHEREOF, the undersigned, being the sole incorporator hereinbefore named, has executed, signed, and acknowledged these Articles of Incorporation this ________ day of ____________________, 20___.

[Name of sole incorporator]