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Basic Facts about Articles of Incorporation and Bylaws

Fortunately, you can find many reputable companies on the Internet that sell “corporate kits” specifically designed for corporations planning to file documents that will officially establish their existence in Georgia or another state. These kits often provide guidelines for creating your corporations bylaws and articles of incorporation, two of your business’ most important documents.                                                                                                                                    

You may want to bear in mind that a minority of states refers to “articles of incorporation” as “certificates of incorporation” (Connecticut, Delaware, New York and Oklahoma). The state of Tennessee calls the same document a “charter.”                                                     

The material below explains the information you must normally provide in your “articles of incorporation” and “bylaws.” Keep in mind that it's often wise to have your Peachtree City business attorney draft these documents for you (in keeping with any new changes in the law) -- or at least review them for you once you’ve drafted them.

Requirements for Articles of Incorporation

Most of the required information is contact data that will enable the state and various federal regulatory agencies to quickly contact you regarding all important matters. Likewise, shareholders and outside parties may need this information for others reasons.

Just be sure to list:  your corporation’s approved name; the location of your principal office; the names and addresses of your corporate directors – as well as all contact data for the individual serving as your registered agent for service regarding lawsuits and other matters. You may also want to provide information regarding the capital stock structure of your corporation.

While smaller corporations rarely add more to these “articles,” larger ones may recognize the advantage of setting forth additional provisions in the articles that clearly describe how all future decision-making should be handled.

Finally, it’s often useful to set forth the correct way to later amend the articles of incorporation, as necessary.

Requirements for Bylaws

Bylaws normally spell out the frequency of different meetings which directors and shareholders must attend. They also address what constitutes a proper “quorum” (the minimum number of parties required to be present) at corporate meeting; how special board committee should be set up and run; and the rules governing which parties can fully inspect all or most corporate records and ledgers.

In general, bylaws describe different corporate parties’ rights and obligations – while also indicating the specific issues different committees will be addressing – with appropriate oversight by corporate officers.

To obtain help with handling all of your Georgia business planning needs, please contact the Law Offices of Shane Smith today.  You can schedule your free initial consultation with a knowledgeable Peachtree City estate planning attorney by calling: (770) 487-8999.


Shane Smith
Advocate for the Seriously Injured in Georgia