In previous articles a Denver business attorney from The McGuire Law Firm has discussed filing Articles of Incorporation and the mandatory provisions. The
article below drafted by a business attorney discusses optional provisions business owners may choose to include in their Articles of Incorporation.
Below is a list of optional provisions recommended under Section 7-102-102(2) of the Colorado Business Corporation Act.
– Names and addresses of those individuals who have been elected to serve on the initial board of directors, until the first annual meeting is held, or successors are elected (note the board of directors shall consist of one or more members, with the number specified in the accordance with the corporate bylaws under the Colorado Business Corporation Act);
– The purpose of which the corporation has been organized. If a statement regarding the purpose is not stated in the Articles of Incorporation, the corporation may engage in any lawful business for which corporations can be incorporated under the Colorado Business Corporation Act;
– Provisions that relate to and outline the overall management of the business operations of the corporation, and that regulate corporate affairs;
– Provisions that would limit, define and regulate the powers of the corporation and the corporation’s board of directors and shareholders;
– Statement regarding the par value of corporate authorized shares or classes of shares (this may not be necessary if the par value of such shares is expressly stated in the Articles of Incorporation or the corporate bylaws;
– Provisions that would impose personal liability on the shareholders of the corporation for the debts of the corporation under certain terms and circumstances;
– Other provisions that are not contradictory or inconsistent with the current law to regulate internal issues & affairs of the corporation.
Other options exist when reviewing the Colorado Business Corporation Act to deal with allocating control within the corporation, protecting certain financial interests, shareholder & director checks and balance and changing the degree of certain veto powers. Additionally, certain provisions can be affected by the type of entity that is being organized such as a closely held corporation, non-profit and/or professional corporations. Our Denver business attorneys feel the most important issues to consider and thus draft into Article provisions are those dealing with limitations or qualifications affecting securities, choices of different classes of corporate stock, dividend & liquidation preferences, voting issues, convertibility issues with corporate securities and transferability issues regarding stock and ownership interests.
A Denver business attorney at The McGuire Law Firm can discuss your business needs and the optional provisions you may wish to include within your Articles of Incorporation. The Articles and corporate bylaws create the foundation from which your corporation will operate and be organized. Therefore, it is of vital importance to make as many considerations from the beginning.
