ADMITTED TO PRACTICE LAW IN CALIFORNIA, NEW YORK AND TEXAS

What optional provisions may be included in the Articles of Incorporation?

When establishing a corporation, unique concepts are either added to the Articles, Bylaws, or an agreement among the shareholders and the corporation (e.g., an investor’s rights agreement or a shareholder’s agreement). Certain concepts are only enforceable if they are included in the Articles. However, in general, Articles should be kept simple and straightforward, because they are public record and can only be changed by amending the Articles. The most common optional provisions that are included in the Articles of Incorporation relate to limitations on the liability of the officers and directors and authorizing indemnification of the officers and directors. These concepts must be included in the Articles to be enforceable.


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