35-1-216. Articles of incorporation. (1) The articles of incorporation must set forth:
(a) a corporate name for the corporation that satisfies the requirements of 35-1-308;
(b) the number of shares the corporation is authorized to issue;
(c) (i) the information required by 35-7-105(1); and
(ii) the name of its initial registered agent; and
(d) the name and business mailing address of each incorporator.
(2) The articles of incorporation may set forth:
(a) the names and complete street addresses of the individuals who are to serve as the initial directors;
(b) provisions consistent with law regarding:
(i) the purpose or purposes for which the corporation is organized;
(ii) managing the business and regulating the affairs of the corporation;
(iii) defining, limiting, and regulating the powers of the corporation, its board of directors, and shareholders;
(iv) a par value for authorized shares or classes of shares; and
(v) the imposition of personal liability on shareholders for the debts of the corporation to a specified extent and upon specified conditions;
(c) any provision that under this chapter is required or permitted to be set forth in the bylaws; and
(d) a provision eliminating or limiting the liability of a director to the corporation or its shareholders for money damages for any actions taken or any failure to take any action, as a director, except liability for:
(i) the amount of a financial benefit received by a director to which the director is not entitled;
(ii) an intentional infliction of harm on the corporation or the shareholders;
(iii) a violation of 35-1-713; or
(iv) an intentional violation of criminal law.
(3) The articles of incorporation are not required to set forth any of the corporate powers enumerated in this chapter.
History: En. Sec. 17, Ch. 368, L. 1991; amd. Sec. 5, Ch. 75, L. 2003; amd. Sec. 20, Ch. 240, L. 2007; amd. Sec. 8, Ch. 26, L. 2011.