ARTICLES OF INCORPORATION (LEGAL)
OF
_________________________, P.A.
1. The name
of the corporation is ______________________________________, P.A.
2. (a) The corporation is organized solely for the
purpose of conducting the practice of law only through persons qualified to
practice law in the State ____________________. Such persons shall practice the profession of law in accordance
with all rules for professional conduct established by the Supreme Court of the
State of ______________ and the ___________________________ State Bar. The corporation shall at all times comply
with standards of professional conduct established by such court.
(b) The corporation
may exercise the powers and privileges now or hereafter conferred upon
corporations by _______________ (STATE) law only in furtherance of and subject
to the limitations stated in the preceding paragraph.
3. The
number of shares the corporation is authorized to issue is _________________
____________________________________ all of one
class, designated as common stock.
4 The street
address and county of the initial registered office of the corporation is
___________________________________________________________________
5. The name
of the initial registered agent is: _________________________________
6. The
number of directors constituting the initial board of directors shall be one
(1); and the name and address of the person who is to serve as director until
the first meeting of shareholders or until his successor is elected and
qualifies is ____________
7. All
shareholders of the corporation shall be persons duly licensed by The Board of
Law Examiners of the State of ______________ to practice law in the State of
___________ They shall also be individuals who, (except for time spent for
illness, accident, in the armed service, on vacations, and on leaves of absence
not to exceed one year) are actively engaged in the practice of law in the
offices of the corporation. All shares
of any shareholder who ceases to be eligible to be a shareholder of the
corporation shall be sold or transferred in accordance with the provisions of Paragraph 8.
8. Within
thirty (30) days after any shareholder ceases to be eligible to be a
shareholder, the corporation shall purchase all of the shares he owns or such
shares shall be transferred to a qualified person as described in Paragraph
7. The price to be paid by the
corporation and the schedule of payments shall be as specified in the Bylaws,
and if no price or schedule is so specified, the price shall be the pro rata
net book value thereof as of the last day of the month preceding the date of
purchase and payment shall be made in cash against receipt of the shares.
9. The
business and affairs of the corporation shall be managed by the shareholders of
the corporation and the board of directors.
The Board shall be authorized to manage only so much
of the business and affairs of the corporation as shall from time to time be
delegated to it by the shareholders by means of Bylaws or otherwise.
Only directors and officers of the corporation who
are eligible to be shareholders shall exercise any authority with respect to
professional decisions and matters relating to the practice of law.
The right to amend or repeal
the Bylaws and adopt new Bylaws is reserved to shareholders.
10. To the
fullest extent permitted by the ___________________________ (STATE) Business
Corporation Act as it exists or may hereafter be amended, no person who is
serving or who has served as a director of the corporation shall be personally
liable to the corporation or any of its shareholders for monetary damages for
breach of duty as a director. No amendment or repeal of this Article nor the
adoption of any provision of these Articles of Incorporation inconsistent with
this Article shall eliminate or reduce the protection granted herein with
respect to any matter that occurred prior to such amendment, repeal or
adoption.
11. The
corporation elects to have pre rights.
12. All
shareholders of the corporation are entitled to accumulate their votes for
directors No amendment shall be made to this Article when the number of shares
voting against the proposal to amend would be sufficient to elect a director by
cumulative voting and such shares are entitled to be voted cumulatively for the
election of directors.
13. The name
and address of the incorporator is ____________________________
____________________________________________________________________
This the ________ day of _______________,
(Year)________
_____________________________________
Attorney at Law
