This template for a Benefit 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.
ARTICLES OF INCORPORATION
[NAME OF COMPANY], INC.
a California Benefit Corporation
1. NAME. The name of this benefit corporation is [Name of Company] (the “Benefit Corporation”).
2. BENEFIT CORPORATION STATUS. This corporation is a benefit corporation. This benefit corporation is organized under California Corporations Code §§ 14600-14631.
3. PURPOSE. The purpose of this Benefit Corporation is to engage in any lawful act or activity for which a corporation may be organized under the General Corporation Law of California other than the banking business, the trust company business, or the practice of a profession permitted to be incorporated by the California Corporations Code. Notwithstanding the foregoing, the purpose of this Benefit Corporation shall be to create a general public benefit including, but not limited to, the specific public benefit of [insert specific benefit purpose]. The general and specific public benefits created by this Benefit Corporation shall be deemed to be in the best interests of the Benefit Corporation.
4. INITIAL BUSINESS ADDRESS.The initial business address in California of this Benefit Corporation is:
[City, State, Zip]
5. AGENT FOR SERVICE OF PROCESS. The name and complete business address in California of this Benefit Corporation’s initial agent for service of process are:
[City, State, Zip]
6. SOLE INCORPORATOR. The name of the sole incorporator of this Benefit Corporation is [Name of sole incorporator].
7. DURATION. The period of this Benefit Corporation’s duration shall commence upon the date that these Articles of Incorporation (“Articles”) are filed with the Secretary of State and shall continue in perpetuity.
8. SHARE STRUCTURE. This Benefit 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.
9. DIRECTOR LIABILITY; INDEMNITY OF AGENTS. The liability of the directors of this Benefit Corporation for monetary damages shall be eliminated to the fullest extent permissible under California law.
This Benefit Corporation is authorized to provide indemnification of agents (as defined in Section 317 of the General Corporation Law of the State of California) for breach of duty to the Corporation and its shareholders through by-law provisions or through agreements with agents, or both, in excess of the indemnification otherwise permitted by section 317 of the General Corporation Law of the State of California, subject to the limits on such excess indemnification set forth in Section 204 of the General Corporation Law of the State of California. Any repeal or modification of the provisions of this Article 9 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.
10. REPEAL OF ARTICLES. The Benefit Corporation reserves the right to amend or repeal these Articles of Incorporation in the manner now or hereafter prescribed by statute and these Articles of Incorporation, and all rights conferred upon stockholders herein are granted subject to this reservation. Whenever any vote of the holders of capital stock of the corporation is required to amend or repeal any provision of these Articles of Incorporation, and in addition to any other vote of holders of capital stock that is required by these Articles of Incorporation or by law, such amendment or repeal shall require the affirmative vote of the majority of the outstanding shares of capital stock entitled to vote on such amendment or repeal, and the affirmative vote of the majority of the outstanding shares of each class entitled to vote thereon as a class, at a duly constituted meeting of stockholders called expressly for such purpose.
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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]