StartupBUSINESS.COM

ARTICLES OF INCORPORATION

OF

[Name of Company Here]

The undersigned, for the purposes of incorporating and organizing a corporation under the General Corporation Law of the State of [State of Incorporation Here], does hereby certify as follows:

ARTICLE I - NAME

The name of the Corporation is [state name here].

ARTICLE II - REGISTERED AGENT

The name of its registered agent and the address of its registered office in the state of [state] is:

Registered Agent Registered Office

[Name]                                                                                   [Address, County]

ARTICLE III - PURPOSE

The purpose of the Corporation is to engage in any lawful act or activity for which corporations may be organized under the General Corporation Law of the state of [Name of State Here].

ARTICLE IV - SHARES

The total number of shares of stock which the Corporation shall have authority to issue is [spell out number] [(number of shares)] shares of common stock, par value [value of shares, i.e., $.01] per share.

ARTCILE V - INCORPORATOR

The name and mailing address of the incorporator of the Corporation is:

[Name of Officer or Attorney for the Company]

ARTICLE VI - INITIAL DIRECTORS

The powers of the incorporator are to terminate upon the filing of this Certificate of Incorporation.  The initial board of directors shall consist of one (1) director who shall serve until the first annual meeting of stockholders and the election and qualification of the successors.  The name and address of the person who shall serve as the initial director is:

[Name and address of initial director for the company]

Except with respect to the initial board of directors, the number of directors constituting the board of directors shall be determined in the manner specified in the Bylaws.  In the absence of such a provision in the Bylaws, the board shall consist of the number of directors constituting the initial board of directors.

ARTICLE VII - BOARD OF DIRECTORS

In furtherance and not in limitation of the powers conferred by the laws of the State of [state], the Board of Directors is expressly authorized and empowered to make, alter and repeal the Bylaws of the Corporation, subject to the power of the stockholders of the Corporation to alter or repeal and bylaw made by the Board of Directors.  Elections of directors need not be by written ballot unless the Bylaws of the Corporation shall so provide.

ARTCILE VIII - LIMITATION ON DIRECTOR LIABILITY

A director of the Corporation shall not be personally liable to the Corporation or its stockholders for monetary damages for conduct as a director or for breach of fiduciary duty as a director, except to the extent such exemption from liability or limitation thereof is not permitted under the General Corporation Law of the State of [state] as the same exists or may hereafter be amended.  Any amendment, repeal or modification of the foregoing sentence shall not adversely affect any right or protection of a director of the Corporation existing hereunder with respect to any act or omission occurring prior to such amendment, repeal or modification.

ARTICLE IX - AMENDMENTS

The Corporation reserves the right at any time, and from time to time, to amend, alter, change or repeal any provision contained in this Certificate of Incorporation, and other provisions authorized by the laws of the State of [state] at the time in force may be added or inserted, in the manner now or hereafter prescribed by statue, and all rights, preferences and privileges of whatsoever nature conferred upon the stockholders, directors or any other persons whomsoever by and pursuant to this Certificate of Incorporation in its present form or as hereafter amended are granted subject to the rights reserved in this Article IX.

ARTICLE X – PREEMPTIVE RIGHTS

The stockholders of this Corporation have no preemptive rights to acquire additional shares of this Corporation.

ARTICLE XI - CUMULATIVE VOTING

Stockholders entitled to vote at any election of directors are entitled to cumulate votes by multiplying the number of votes they are entitled to cast by the number of directors for whom they are entitled to vote and to cast the product for a single candidate or distribute the product among two or more candidates.

IN WITNESS WHEREOF, the undersigned, being the sole incorporator hereinabove named, for the purpose of forming a corporation pursuant to the General Corporation Law of the State of [state], does make this Certificate, hereby declaring and certifying that this is his/her act and deed and the facts herein stated are true, and, accordingly, have hereunto set his/her hand this [date] day of [month], [year].

[Signature]

[Print Name]

Incorporator