Case Study -Article of Incorporation

8/10/2019 Case Study -Article of Incorporation

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Case Study of First Week 1

Case Study of Week First

Article of Incorporation

Bishnu Dhamala

BUS 540 Business Law

6th

September, 2014


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As we know that, the Articles of Incorporation, sometimes also called a certificate

of incorporation that must set forth certain information as mandated by statute. Although

laws vary from state to state, proposes of the corporation and the rights and liabilities of

shareholders and directors are typical provisions required in the document. Official forms

are prescribed in many states.

The word, Articles of Incorporationused by American society that are the

primary rules governing the management of a corporation in the United States and

Canada, and are filled with a state or other regulatory agency. In sometimes it also

defined as a Certificate of Incorporation which is a legal document relating to the

formation of a company or corporation. It is consider as a license to form a corporation

issued by state government.

No matter whether you are forming C corporation or S corporation, the company

formation document is called the Articles of Incorporation or Certificate of Incorporation.

This provides information regarding the state with necessary information on your

business. The information included in the Articles of Incorporation is a matter of public

record. Under the article of Incorporation, following factors should be included:

Corporate Name

Your desired name must be included, typically with a corporate identifier, such as

Corporation, Incorporated, Company, or an abbreviation, such as Inc. You

may want to conduct a preliminary name availability search before submitting the

articles of Incorporation. From above, we can say that without the name of the

company, it impossible to firm the company.


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Preferred shares

If a corporation or company plans to authorize both common and preferred

shares of stock, this must be included (along with voting rights information) in

the Articles of Incorporation.

Directors

Many states require the names and addresses of the corporations initial

directors in incorporation documents. Directors are responsible for overseeing

the corporations affairs, including major corporate decisions

Officers

Officerssuch as President, Chief Executive Officer, Vice President,

Secretary and Treasurerare responsible for the corporations day-to-day

activities. Under this, this defined the rights of the officers, procedure of their

appointment, salary as well as benefit that are provided by the company.

Legal address of the company

Supplying the legal or principal business address is optional in many states,

but some require it.

Here, in the U.S.A. a certificate of incorporation is usually used as an alternative

description of a corporations Articles of Incorporation. The certificate of incorporation,

or article of incorporation, forms a major constituent part of the constitutional document

of the corporation. In English and commonwealth legal systems, a certificate of

incorporation is usually a simple certificate issued by the relevant government registry as

confirmation of the due incorporation and valid existence of the company.


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Generally speaking, Articles of Incorporation will usually require the help of an

attorney in order to be properly drafted. In simple term, the Articles of Incorporation will

consists of information and details regarding the reason for the company to be

incorporated, the location of the business, the nature of the business, officers and the set

of rules or regulation detailing how the corporation is meant to work and function. These

facets are covered in three articles, they are:

- The first Articles of Incorporation will provide for the description of the

corporation.

-

Articles Two states the business or corporation name

- Lastly, the term or length of time in which the business will stay incorporated,

which usually is unlimited, is set forth in Article three.

However, the Articles of Incorporation will usually include more Articles stating

other aspects of the business. An example could be an Article of Incorporation in regards

to salaries, or another Article of Incorporation regarding stock issues.

For example,

Let me start with one example, at first I would like to start from the cover page.


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GreenWay InvesTment Company Ltd.

Investment Banking

Share Advisory

Risk Management

Project Consulting

Finance Closure

Portfolio Management

Non-life Insurance

Contact:

New Baneshwor, Kathmandu01-4474636, 9840054332

Remember us for your Financial Problem

Trying to be Part of Your Success
http://www.google.com.np/url?sa=i&rct=j&q=&esrc=s&source=images&cd=&cad=rja&uact=8&docid=UAI9P8485BVGFM&tbnid=8WjG_VZ8MOlQAM:&ved=&url=http://money.msn.com/top-stocks/post.aspx?post=51fc2e10-7d6d-4f3b-8217-913148153dc9&ei=OkRFU933JIKErQeK_4GgBA&bvm=bv.64507335,d.bmk&psig=AFQjCNFii1rnkZmIJ3kGpOwD7ol6ahfV8A&ust=1397134779287412


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Name:

We have named the incorporation name as Greenway Investment which is based

on Investment Company. It is situated in the heart of the city, New Baneshwor, ward No:

34, Kathmandu Nepal behind the conference hall.

Objective:

In an around Greenway Investment there are various opportunities for the investor

to enhance their portfolio of investment. Normally it is for those who want to invest their

saving amount in the stock market and capital market of the Nepal.

Duration:

This Corporation is organized under the Nepal investment companies act and

shall have perpetual existence.

Capital Structure:

- Section 1:

Authorized share: The total number of shares which this corporation is

authorized to issue is 1, 00,000 shares of Common Stock of Rs 100 par value.

- Section 2

Voting Rights of Stockholders, Each holder of the Common Stock shall be

entitled to one vote for each share of stock standing in his name on the books of the

corporation.

Director:

We have five members in board of directors and may be changed from time to

time amending by the bylaws. The names and addresses of the person who are appointed

to act as the initial directors of this corporation are:


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- Ramesh Shrestha

- Ranjit Pant

- Prakash Thapa

- Binod Tamrakar

- Bishnu Dhamal

Limited Liability:

As the rules of the corporation the Board of Directors, officers, employees, and

members, if any, of this corporation shall not be personally liable for the payment of any

debts or obligations of the corporation.

Dissolution:

Under this, following the date of dissolution, no other shareholders may act on

behalf of or bind the corporations, to represent the corporation in any official capacity, or

to participate in management or control of the Corporation, for purposes of winding up its

business or otherwise.


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Reference:

http://legal-dictionary.thefreedictionary.com/Articles+of+Incorporation

Cheeseman, H. R. (2006). Formation and Operation of Domestic and Multinational

River, New Jersey : Person Education Inc.

http://www.inc.com/encyclopedia/articles-of-incorporation.html

http://www.investopedia.com/terms/a/articlesofincorporation.asp

http://www.bizfilings.com/learn/incorporation-requirements.aspx

Case Study -Article of Incorporation

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