Articles of Incorporation
Assume the following facts:
You operate the Acme Novelty Company, a sole proprietorship engaged in the manufacture and sale of party and holiday supplies. Your company makes such items as greeting cards, seasonal decorations, party favors, and birthday candles. Due to several customers’ enquiries and a lack of manufacturers or large-scale suppliers of such products in your immediate vicinity, you are thinking seriously about entering the fireworks business. On the advice of your attorney, you decide to form the fireworks operation as a new and separate subsidiary of your business. Your attorney has further recommended that you create the new subsidiary as a corporation. Because you reside in the city of Cleveland, and only intend to operate in the state of Ohio, you would like to incorporate under that state’s laws.
You have decided on naming the new fireworks subsidiary that you want to form “Acme Fireworks”. However, you must determine if the name “Acme Fireworks” is available for your use. [Do NOT register the name there; just find out if it is available.]
For this purpose, go to: http://www.sos.state.oh.us/SOS/businessServices.aspx
Submit a report of approximately 500 words in a Microsoft Word document addressing the following issues:
a. Did you locate the exact same name or one which is substantially similar to the name “Acme Fireworks”? Will you be permitted to use the name? Why or why not?
b. Why do you think the lawyer recommended the formation of a corporation?
c. Prepare the articles of incorporation for submission to the secretary of state’s office. You need not restrict yourself to Ohio, but may choose any U.S. jurisdiction. You can provide names and addresses for any person or U.S. location, including fictitious ones.
When preparing the articles of incorporation, you will need to provide the information listed below:
a. State the proposed name of the corporation.
b. Identify the city, county, and state.
c. Give the effective date. (Select a date within the next 90 days when the corporation intends to begin operations.)
d. State the corporate purpose. This can include any legal purpose. Remember, however, that stating a purpose or purposes too restrictively may limit the corporation’s ability to operate and opportunity to expand into other lines of business.
e. State the number of shares to be issued by the corporation. (This can be any number.)
f. Identify the initial directors of the corporation and their addresses. (There is no minimum or maximum number, but addresses must be provided for each.)
g. Identify the statutory agent. (Sometimes called the registered agent, this is the person who receives the service of process for any legal matter brought against the corporation by the state or any other entity.)
h. Identify the registered office of the corporation. For purposes of this exercise, assume that this will be the principal place of business and the place where the primary corporate records are to be located.
Note: When preparing the articles of association for the new company “Acme Fireworks”, you must be sure to provide all the information asked of you, completely. A Failure to fully provide information can result in the state’s failure to recognize the company as a legal entity.