Fillable ND Professional Articles Of Incorporation (How to Start a Business)

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ND Professional Articles Of Incorporation (How to Start a Business)

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NORTH DAKOTA PROFESSIONAL CORPORATION
ARTICLES OF INCORPORATION
SECRETARY OF STATE
SFN 13002 (7-2013)
FILING FEE: $100.00
TYPE OR PRINT LEGIBLY
We, the undersigned natural persons of the age of eighteen years or more, acting as incorporators, adopt the following Articles of Incorporation according to
North Dakota Century Code Chapter 10-31.
SEE INSTRUCTIONS FOR FEES, FILING AND MAILING INFORMATION.
Filed
Work Order Number
ID Number
By
Article 1.A. Name of Corporation
Article 2.A. Name of Commercial Registered Agent in North Dakota
2.B. Name of Noncommercial Registered Agent in North Dakota
OR
2.C. Address of Noncommercial Registered Agent in North Dakota (Street/RR, PO Box, City, State, ZIP+4) May not be only a post office box.
Article 3. The corporation shall be effective: (check one)
When Filed with the Secretary of State
Later on (month, day, year):
Article 4. Profession to be Practiced by the Professional Corporation
Article 5.A. Aggregate Number of Shares the Corporation has Authority to Issue
Article 8. Name and Address of Each Incorporator
COMPLETE MAILING ADDRESS
Name
Street/RR
PO Box
City
State
ZIP+4
Article 1.B. Address of Principal Executive Office (Street/RR, City, State, ZIP+4). Address cannot only be a post office box.
COMPLETE, PRINT, SIGN AND MAIL (If paying with credit card, complete Credit Card Payment Authorization)
ATTACHMENT:
Articles of Incorporation must be accompanied by a certificate from the regulating board of the profession involved certifying that each of
the board of directors and shareholders are licensed to practice the profession.
B. Par Value Per Share Authorized by Corporation
C. If shares are divided into classes, they are classified as follows:
Class
Number of Shares
Par Value per Share
Article 6. Other Provisions Elected for Inclusion
Article 7. Name and Address of All Original Shareholders Who Will Practice the Profession
Name
Street/RR
PO Box
City
State
ZIP+4
COMPLETE MAILING ADDRESS
"The above named incorporators have read the foregoing Articles of Incorporation, know the contents, and believe the statements made therein to be true.
I (We) further authorize the Secretary of State to correct Articles 2.A., 2.B., or 2.C. if not correctly reflected. I (We) understand that if I (we) make a false
statement in this document, I (we) may be subject to criminal penalties. "
Signature
Signature
Name of Person to Contact About This Document
E-mail Address
Daytime Telephone Number and Extension,
if any:
Date
Date
Date
Signature
SFN 13002 (7-2013) Page 2
NORTH DAKOTA PROFESSIONAL CORPORATION ARTICLES OF INCORPORATION
North Dakota Century Code Chapter 10-31 allows the formation of a professional corporation. A corporation is established when articles of
incorporation are filed with the Secretary of State or at a later date as specified in the Articles of Incorporation.
FILING FEES: $100.00. If the corporation selects a corporate name that is the same as, or deceptively similar to, the name of another
organization registered with the Secretary of State, an additional $10 is required for filing each Consent to Use Business Name that may be
required. (Checks must be payable to "Secretary of State" and must be for U.S. negotiable funds. Payment may also be made by credit card
using VISA, MasterCard, or Discover.)
ATTACHMENT: A professional corporation must support the Articles of Incorporation with a certificate from the regulating board of the
profession involved certifying that each of the directors and shareholders are licensed to practice the profession. A copy of an individual's
professional license is not acceptable.
The sentence immediately above Article 1 is declaring the incorporators as being eighteen years of age and governance under North Dakota
Century Code, Chapter 10-31.
The following article numbers correspond to the numbered sections on the form.
ARTICLE 1.A.
Provide the corporate name. The name must be expressed in characters or letters in the English language as those characters
or letters appear in the American Standard Code of Information Interchange (ASCII) table. The name must include the word
"chartered", "limited", or the words "professional corporation", "professional association", or an abbreviation of one of these.
The name may not be the same as, or deceptively similar to, any other corporate name, limited liability company name, trade
name, limited partnership name, limited liability limited partnership name, or a name that is in any manner reserved with the
Secretary of State.
The name may not include such words as "bank", "banker", "banking", "trust", or "trust company", or any other word or words of
like import unless the Articles of Incorporation are supported by a written approval for the use from the Department of Financial
Institutions. These words are preserved by North Dakota law for use by the Bank of North Dakota, state and national banks,
and trust companies. Contact information:
ND Department of Financial Institutions
2000 Schafer St Ste G
Bismarck, ND 58501-1204
Phone: (701) 328-9933
Email: dfi@nd.gov
Filing of the Articles of Incorporation with the Secretary of State provides protection of the corporate name in North
Dakota. However, if a mark is registered with the Patent and Trademark Office in Washington, D.C., the federal
registration may supersede the protection afforded by state law.
ARTICLE 2.
A corporation must continuously maintain a commercial or noncommercial registered agent and address in North Dakota. A
corporation cannot serve itself as its registered agent.
A commercial registered agent must be registered as a commercial registered agent with the North Dakota Secretary of State.
The appointed agent can verify their status as a commercial registered agent from their acknowledged filing and from the list of
commercial registered agents maintained on the Secretary of State's website at www.nd.gov/sos.
A noncommercial registered agent may be one of the following:
a)
b)
c)
A corporation or limited liability company appointed as a noncommercial registered agent must be registered with the Secretary
of State, be in good standing, and have a business address in North Dakota. If a corporation or limited liability company is
named as a noncommercial registered agent, provide the "correct" name of the organization.
Seek the approval of the party before naming them as the commercial or noncommercial registered agent. Proof of the
approval is not required to be filed with the Secretary of State.
An individual residing in North Dakota,
A domestic or foreign corporation, or
A domestic or foreign limited liability company
If a commercial registered agent is being appointed, provide the correct name as registered with the North Dakota Secretary of
State. If the name in Article 2.A. is not the same as registered by the commercial registered agent, the name will be corrected
by the Secretary of State when the document is reviewed.
OR
ARTICLE 2.A.
If a noncommercial registered agent is being appointed, provide the correct name. If another corporation or limited liability
company is appointed as registered agent and the name of that organization in Article 2.B. is not the same as registered, the
name will be corrected by the Secretary or State when the document is reviewed.
ARTICLE 2.B.
ARTICLE 1.B.
Provide the complete address of the principal executive office. The address cannot be only a post office box.
ARTICLE 2.C.
If a noncommercial registered agent is being appointed, provide the complete address which may not be only a post office box.
Leave this line blank if a commercial registered agent is appointed. If a commercial registered agent is named in Article 2.
A. and an address is provided in Article 2.C., the address will be removed by the Secretary of State.
ARTICLE 6.
Provide any articles not otherwise included on this form. State "None" if the corporation doesn't include any optional provisions.
SFN 13002 (7-2013) Page 3
NORTH DAKOTA PROFESSIONAL CORPORATION ARTICLES OF INCORPORATION (continued)
ARTICLE 8.
Provide the names and complete mailing addresses of the incorporators. If there are more than 3 incorporators, attach a list of
additional incorporators including their addresses and signatures. Only one incorporator is required, and more may be named.
Incorporators must be individuals and must be at least eighteen years of age. All incorporators named must sign Article 8.
At the bottom of the form, list the name, e-mail address, and daytime telephone number of a contact person if this office has
any questions or needs additional information to file the articles of incorporation. The email address is not disclosed to the
public; this information is privatized in accordance with N.D.C.C. Section 44-04-18.21.
ASSISTANCE: If assistance is required to complete articles of incorporation, call 701-328-2904.
FAX FILING: Documents and Credit Card Payment Authorization may be faxed to 701-328-2992. A faxed filing does not expedite the process
of the documents in the office of the Secretary of State.
EMAIL: Email is not a secure utility for the transmission of private information or credit card authorizations. DO NOT EMAIL YOUR
DOCUMENT TO THE SECRETARY OF STATE.
MAILING INSTRUCTIONS: Send articles of incorporation and payment to:
Business Registration Unit
Secretary of State
State of North Dakota
600 E Boulevard Ave Dept 108
Bismarck ND 58505-0500
Telephone: 701-328-2904
Toll Free: 800-352-0867 (ext. 328-2904)
Fax: 701-328-2992
Web Site:
www.nd.gov/sos
ANNUAL REPORT: An annual report is required of a professional corporation on August 1st in the year after that in which the articles of
incorporation are effective. The registered agent will be notified when the required reporting form is available.
(All items required to complete transaction)
Address
CREDIT CARD PAYMENT AUTHORIZATION
SECRETARY OF STATE
SFN 51478 (4-2012)
City
VISA
MasterCard
Discover
Name
State
Account Number
CSC
Number *
Card Expires
Month Year
Amount Authorized
-
* (CSC is the three-digit security code on the back of your card by the signature)
Telephone Number
ZIP Code
Signature (Required by Credit Card Companies)
Date
ARTICLE 7.
Provide the names and residence addresses of the shareholders. Shareholders must be licensed professionals. If adequate
space is not provided, attach a sheet listing additional shareholders.
ARTICLE 5C.
If the shares are being classified in different classes or series, summarize the shares by class, the number of shares in each
class, and the par value of each class. If the shares are not classified in different classes, leave this line blank.
ARTICLE 4.
ARTICLE 5A.
ARTICLE 5B.
Provide the profession to be practiced by the corporation. A professional corporation may render only one specific type of
professional service, and any services ancillary thereto, unless the licensing laws of a profession allow for the combination of
more than one professional service.
Provide the aggregate (total) number of shares being authorized. A professional corporation must be authorized to issue at
least one share.
Provide the par value authorized for each share, or if the shares are being authorized without par value, state "None" in this
section. If the shares are not all authorized with the same par value, leave this line blank and complete Article 5C.
ARTICLE 3.
Check the box for the desired effective date. Articles of incorporation may be effective at the time the certificate of incorporation
is issued by the Secretary of State or within 90 days after the certificate is issued. If a later date is specified, include the month,
day, and year. If neither box is checked, the articles of incorporation will be effective when the Secretary of State issues the
certificate of incorporation.
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