Section 8

Articles of Incorporation

The articles of incorporation are filed with the Secretary of State to form a Nevada corporation. Any person, resident agent, or attorney can file the articles and provide the corporation with a Nevada address.

A resident agent must be selected before filing the articles of incorporation. The address of the Nevada resident agent can then be used as a principal office address in the articles (refer to Section 5).

In order to give the corporation more power to operate, the broadest language has been used in the articles of incorporation. The purpose clause in the specimen articles permit the corporation "to engage in any lawful activity." The corporation's activities can be limited by simply changing this clause to specifically state the purpose of the corporation (i.e. advertising, publishing, etc.). In most situations though, it would not be desirable to limit the corporation powers. In order to qualify a corporation to do business in some states, a statement of the principal business of the corporation is required. This may be done, without limiting the corporation, by stating "The principal business of the corporation is (whatever) . It may engage in any other lawful activity as well."

The specimen articles of incorporation state 75,000 shares of stock as an example of the authorized number of shares. A lesser number of shares can be authorized by changing the articles. However, 75,000 shares of no par stock is the maximum number of shares that can be authorized at the minimum filing fee. A greater number of shares can be authorized at any time; although, additional filing fees would have to be paid.

The fee for filing the articles of incorporation is provided in the following schedule.

Amount represented by the total number of shares provided in the articles of incorporation:



$75,000 or less, $75.00

Between $75,000 and $200,000, $175.00

Between $200,000 and $500,000, $275.00

Between $500,000 and $1,000,000, $375.00

First $1,000, $375.00

Each additional $500,000 or fraction thereof, $275.00

No par value stock is figured at $1.00 per share, only for purposes of computing filing fees.

The name(s) and address(es) of the first board of director(s) and incorporator(s) must be listed in the articles of incorporation. The address(es) can be mailing addresses, such as a post office box.

The incorporator(s) must sign all copies of the articles of incorporation in the presence of a notary public.

The articles of incorporation furnished in this section can be used to do-it-yourself, simply retype and add appropriate information. If you prefer, CRA of America, LLC can prepare the articles for you and file them on your behalf. Simply complete the confidential order form.

A minimum of two sets of articles is recommended and should be mailed for certification–the original for filing with the Secretary of State and one certified copy to be kept by the company. Extra sets can be photocopies of the original articles of incorporation. All copies, except the original set, will be returned to the incorporators. The original articles are filed with the Secretary of State to form a corporation.

In accordance with the corporation laws, the resident agent is required to maintain a copy of the articles (this does not have to be certified), a copy of the bylaws (certified only by the company secretary), and stock ledger statement or the "Certificate of Record Location."

The corporation should also maintain a copy of the articles of incorporation at the business offices or in the corporate record book for easy access. You will also need this copy to open bank accounts and other important business transactions. In addition to the state filing fee, each extra certified copy is an additional $30.00 for certification. Additional certified copies are desirable.

#1 Original Copy - File with the Secretary of State

#2 Certified Copy (returned by the Secretary of State) - maintained by the corporation

#3 Copy - Resident Agent Files


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