This Articles of Incorporation of a California Benefit Corporation is to be filed with the
Secretary of State, for the organization of a benefit corporation. The articles include the
provisions required under the recently enacted law (i.e. paragraph 1-2), as well as a
variety of optional provisions relating to the regulation of the affairs of the benefit
corporation.
ARTICLES OF INCORPORATION OF
___________ [Instruction: Insert Name of Benefit Corporation]
a California benefit corporation
1. Name. The name of this benefit corporation is ___________ [Instruction: Insert Name of
Corporation] (the “Benefit Corporation”). This Benefit Corporation is a benefit corporation
organized under Part 13 (commencing with Section 14600) of Division 3 of Title 1 of the
California Corporations Code.
2. Purpose. The purpose of this Benefit Corporation is to engage in the profession of
___________ [Instruction: Insert profession permitted to be incorporated by the California
Corporations Code] and any other lawful activities, other than the banking or trust company
business, not prohibited to a benefit corporation engaging in that profession by applicable
laws and regulations. Notwithstanding the foregoing, the purpose of this Benefit Corporation
shall be to create general public benefit [Instruction: Optional to Insert: including, but not
limited to, the specific public benefit of ___________ [Instruction: Insert Specific Public
Benefit].
3. Registered Agent and Address. The Benefit Corporation’s initial registered agent is
___________ [Instruction: Insert Name of Agent], with an address of ___________
[Instruction: Insert Address within California].
4. Principal Office. The business address of the Benefit Corporation’s principal office is
___________ [Instruction: Insert Address].
5. 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 [Instruction: Choose One: in perpetuity // for ___________ (___)[Instruction: Insert
Duration] years].
6. Directors, Officers and Agents.
A. Initial Directors. The number of directors constituting the initial board of directors is
___________ (___) [Instruction: Insert Amount of Initial Directors], and the names and
addresses of the persons who are to serve as directors until the first annual meeting of the
shareholders or until their successors are elected and qualified are:
INITIAL DIRECTOR ADDRESS
___________ [Instruction: ___________ [Instruction: Insert Address]
Insert Name]
© Copyright 2013 Docstoc Inc. 2
___________ [Instruction: ___________ [Instruction: Insert Address]
Insert Name]
___________ [Instruction: ___________ [Instruction: Insert Address]
Insert Name]
B. Changes to the Number of Directors. The number of directors of the Benefit Corporation
set forth in paragraph 6(A) of these Articles shall constitute the authorized number of
directors until changed by an amendment of these Articles or by a bylaw duly adopted by
the vote or written consent of the holders of a majority of the then outstanding shares of
stock in the Benefit Corporation.
C. Powers of the Directors. Subject to the limitations contained in these Articles and the
Code concerning corporate action that must be authorized or approved by the
shareholders of the Benefit Corporation, all corporate powers shall be exercised by or
under the authority of the board of directors, and the business and affairs of the Benefit
Corporation shall be controlled by the board.
D. Initial Officers. The names, offices and addresses of the persons who are to serve as the
initial officers of the Benefit Corporation are:
INITIAL OFFICER OFFICE ADDRESS
___________ [Instruction: President ___________ [Instruction: Insert Address]
Insert Name]
___________ [Instruction: Vice President ___________ [Instruction: Insert Address]
Insert Name]
___________ [Instruction: Secretary ___________ [Instruction: Insert Address]
Insert Name]
___________ [Instruction: Treasurer ___________ [Instruction: Insert Address]
Insert Name]
E. Removal of Officer or Director. Any officer or any director of this Benefit Corporation
may be removed at any time, with or without cause, in such manner as shall be provided
in the bylaws of this Benefit Corporation.
F. Indemnification. The Benefit Corporation is authorized to provide indemnification of
“agents” as such term is defined in Section 317 of the California Corporations Code for
© Copyright 2013 Docstoc Inc. 3
breach of duty to the corporation and its shareholders through bylaw provisions or
through agreements with the agents, or both, in excess of the indemnification otherwise
permitted by Section 317 of the California Corporations Code, subject to the limits on
such excess indemnification set forth in Section 204 of the California Corporations Code.
G. Limitation of Personal Liability of Directors. Any personal liability of a director to the
Corporation or its shareholders for monetary damages for conduct as a director is
eliminated, to the full extent permitted by the California Corporations Code, except for
any liability for any acts or omissions that involve intentional misconduct by a director,
knowing violation of the law by a director, or for any transaction from which the director
will personally receive a benefit in money, property, or services to which the director is
not legally entitled.
7. Incorporators. The names and addresses of incorporators are:
INCORPORATOR ADDRESS
___________ [Instruction: ___________ [Instruction: Insert Address]
Insert Name]
___________ [Instruction: ___________ [Instruction: Insert Address]
Insert Name]
___________ [Instruction: ___________ [Instruction: Insert Address]
Insert Name]
8. Capital Stock.
A. Authorized Shares. The Benefit Corporation is authorized to issue ___________
(________)[Instruction: Insert Amount] shares of Common Stock of ___________
Dollars ($___) [Instruction: Insert Amount] par value, and ___________ (________)
[Instruction: Insert Amount] shares of Preferred Stock of ___________ Dollars ($___)
[Instruction: Insert Amount] par value. The Preferred Stock may be issued from time to
time but all shares shall be identical except as to the date from which the dividends
thereon shall be cumulative.
B. Consideration for Shares. Both the Common Stock and the Preferred Stock shall be
issued for such consideration, but not less than the par value thereof, as shall be fixed
from time to time by the board of directors. In the absence of fraud, the judgment of the
directors as to the value of any property or services received in full or partial payment for
shares shall be conclusive. When shares are issued upon payment of the consideration
© Copyright 2013 Docstoc Inc. 4
fixed by the board of directors, such shares shall be taken to be fully paid stock and shall
be non-assessable.
C. Dividends.
i. Annual dividends of ___________ Dollars ($___) [Instruction: Insert Amount] per
share will be payable on the Preferred Stock, in quarterly installments, out of
unreserved earned surplus before any dividends shall be payable on any other class of
stock, and before any sums shall be set aside for the redemption or purchase for
retirement of the whole or any part of the Preferred Stock.
ii. Dividends are payable on the Common Stock, when and as declared, out of the
unreserved earned surplus remaining after payment of the dividends on the Preferred
Stock. Dividends on the Common Stock may be in the form of cash, property, or
shares of the Common Stock. No dividends are payable on the Common Stock if
there are any accrued dividends on the Preferred Stock, up to and including the
current quarterly dividend period for such Preferred Stock, which have not been paid,