These Articles of Incorporation for a Professional Corporation provide for the
incorporation of a company doing business in a special profession. This document
should be filed with the Secretary of State along with the necessary filing fees. This
document contains standard provisions, such as for the rights and responsibilities of
directors and the amount of authorized company shares, but specific terms can be
inserted into this document to ensure a tailored final product.
Articles of Incorporation
We, the undersigned, being authorized to practice ____________ [Instruction: insert
profession], in the State of ____________ [Instruction: insert state], hereby establish a
professional corporation under the ____________ [Instruction: insert state] Professional
Corporation Act and adopt the following charter.
[Comment: Each state has different laws pertaining to professional corporations. You must
determine the statute that is particular to the state of your professional corporation.
Additionally, you should review whether a similar document for your particular state is
available for purchase on Docstoc, because it might have other or additional particular
provisions that are specific and applicable to the laws of that state]
1. Name. The name of the Corporation is the ____________ [Instruction: name of corporation].
[Comment: some states require the words “Professional Corporation” to be in the name of the
2. Duration. The Corporation shall commence on ____________ [Instruction: insert date] and
continue until terminated by unanimous agreement of the members or by operation of law as
provided in Article 10.
3. Purposes. The purposes for which the Corporation is organized are
________________________ [Instruction: insert all the purposes of the professional
corporation. An example for law is “To engage in the practice of law; to create papers,
pleadings, and documents, to execute any action in connection with the legal proceedings
before a federal, state, or city court or any subdivision thereof; to appear as an attorney; to
instruct others as to law”].
4. Offices. The offices of the Corporation shall be located in ____________ [Instruction: insert
city and state].
5. Operations. The Corporation elects to be governed by the provisions of the ____________
[Instruction: insert state] Professional Corporation Act and shall engage in the practice of its
profession only through its officers, employees, and agents who are licensed to practice
____________ [Instruction: insert relevant trade] in the State of ____________ [Instruction:
6. Board of directors.
A. Membership. The Board of Directors shall consist of ____________ [Instruction:
insert number of persons on Board of Directors] or more shareholders of the
Corporation, as specified, in its Bylaws, elected by the shareholders of the
B. Tenure. Each director shall hold office until the next annual meeting of the
Corporation or until his successor shall have been duly elected and qualified.
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7. Executive committee.
A. Membership. The Executive Committee shall consist of ____________ [Instruction:
insert number of persons on Executive Committee] or more but less than all of the
Board of Directors as specified in the Bylaws of the Corporation.
B. Tenure. The members of the Executive Committee shall be elected by the Board of
Directors and shall hold office until the next annual meeting of the Board of Directors
or until their successors shall have been duly elected and qualified.
C. Powers and duties. The Executive Committee shall have the power to manage the
affairs of the Corporation including, without limiting the generality of the foregoing,
powers to do any and all acts and things and to execute and deliver all necessary or
appropriate contracts, conveyances, and legal documents in the name of the
Corporation. Further, the Executive Committee shall have the power to delegate any
and all such functions to one or more officers of the Corporation and to prescribe the
powers and duties of the officers of the Corporation.
A. Number. The officers of the Corporation shall be a President and a Secretary-
Treasurer and such other officers as the Board of Directors shall designate from time
to time, all of whom shall be shareholders of the Corporation.
B. Tenure. The officers of the Corporation shall be elected by the Board of Directors and
shall hold office until the next annual meeting of the Board or until their successors
shall have been duly elected and qualified.
C. Duties. The duties and powers of the officers shall be such as are designated by the
A. Beginning capital. The minimum beginning capital of the Corporation shall be
$____________ [Instruction: initial capital].
B. Authorized shares. The Corporation is authorized to have outstanding at any time a
maximum of ____________ [Instruction: number of shares] shares without par value,
each share carrying equal voting rights with every other share outstanding.
C. Qualification for ownership. Shares may only be issued to, held by, or transferred to a
person who is licensed to practice ____________ [Instruction: insert profession], in
the State of ____________ [Instruction: insert state] and who, unless disabled, is
actively engaged in such practice. Each stock certificate shall be properly endorsed,
disclosing the restriction and stating that shares in the name of a disqualified or
retired person or in the name of the personal representative of deceased person,
except during the holding period as provided for in Section (e) of this Article, are
D. Proxies. Shares shall be voted only by the holder of record or another shareholder of
the Corporation in accordance with a written,