Drafting notes (delete before filing). California general stock corporation under Corporations Code § 202. File Form ARTS-GS with the California Secretary of State. California requires specific statutory purpose language — the exact sentence in Article III should not be modified. Name must be distinguishable and end with “Inc.,” “Incorporated,” “Corporation,” or a similar designator.

Article I — Name

The name of the corporation is [COMPANY NAME], Inc. (the “Corporation“).

Article II — Purpose

The purpose of the 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.

Article III — Registered Agent for Service of Process

The name and address in the State of California of the Corporation’s initial agent for service of process are:

[AGENT NAME] [CALIFORNIA STREET ADDRESS — no P.O. box] [CITY], California [ZIP]

[Or, if using a corporate agent registered under § 1505: “[CORPORATE AGENT NAME] is the Corporation’s initial agent for service of process.”]

Article IV — Authorized Capital Stock

The Corporation is authorized to issue one class of shares of stock, designated as Common Stock. The total number of shares that the Corporation is authorized to issue is [TOTAL NUMBER, e.g., 10,000,000] shares.

Article V — Limitation of Director Liability

The liability of the directors of the Corporation for monetary damages shall be eliminated to the fullest extent permissible under California law.

Article VI — Indemnification

The Corporation is authorized to provide indemnification of agents (as defined in § 317 of the California Corporations Code) through bylaw provisions, agreements with agents, vote of shareholders or disinterested directors, or otherwise, in excess of the indemnification otherwise permitted by § 317 of the California Corporations Code, subject to the limits on such excess indemnification set forth in § 204 of the California Corporations Code.

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Incorporator Signature

I hereby declare that I am the person who executed the foregoing Articles of Incorporation, which execution is my act and deed.

_________________________________ [INCORPORATOR NAME], Incorporator Date: _______________

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This form is provided for informational purposes only and does not constitute legal advice or create an attorney-client relationship. Every situation is different; consult qualified legal counsel before using or adapting this document. © Montague Law.