Case Study of First Week

Case Study of Week First

Article of Incorporation
Bishnu Dhamala
BUS 540 Business Law
6th September, 2014

Case Study of First Week

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 Incorporation used 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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Business Purpose
Without the any purpose, there is no any meaning of the existence of the
company or corporation. This explain what your company is incorporated to
do or provide. There are two types of business purpose clauses:

General

Specific

Result Agent
Virtually all states require corporation to have a registered agent in the state of
incorporation. The registered agent receives important legal and tax
documents for the corporation, must have a physical address in the state of
incorporation and be available during normal business hours.

Incorporator
This is the person or any company preparing and filing the Certificate of
Incorporation with the state. Most states require the incorporators name,
signature and address to be included.

Number of Authorized share of stock

To firm the company, the promoter of the company compulsorily needs to
issue the share to the public people. In the context of the Nepal, to firm a
company, the company should issue 30% of share to the general people.

Share par value

Before issuing share to the public, the Board of Director should value the
stock of the company. It may par value of the share. The par value of a share
is its minimum stated value, and typically doesnt correlate to the actual value.

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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.

Case Study of First Week

GreenWay InvesTment Company Ltd.

Investment Banking
Share Advisory
Risk Management
Project Consulting
Finance Closure
Portfolio Management
Non-life Insurance

Contact:
New Baneshwor, Kathmandu
01-4474636, 9840054332
Remember us for your Financial Problem

Trying to be Part of Your Success

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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