October 3, 2022

Volume XII, Number 276

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September 30, 2022

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Where Have All The Articles Gone?

"The time is out of joint; O cursed spite!/That ever I was born to set it right!"*

The term "article" has an interesting etymology.  It is derived (via Latin) from the Ancient Greek word, ἄρθρον, meaning a bodily joint.  Articles, like joints, connect things together.

In corporate law, we have "articles of incorporation".  The California General Corporation Law specifies that the articles include certain specified provisions (Section 202) and may include other optional provisions (Section 204).  Neither statute requires that the provisions be organized under separate articles.  Nonetheless, it has become common practice for the various required and optional provisions to be set forth in separate numbered articles.  Often the numbers are Roman numerals or written out as "First", "Second", et cetera.  There is a certain convenience to numbering provisions n the articles of incorporation because it provides a mechanism for easy reference in future filings.  For example, an amendment might read "Article III of the articles of incorporation of this corporation is hereby deleted in its entirety".

The Secretary of State's Bizfile Online service allows for the online filing of articles of incorporation.  The online form, however, includes no numbering system for articles - the various provisions appear in unnumbered boxes.  As a result, it is no longer possible to to refer to a specific Article by number.  This makes referencing specific articles a bit more challenging.  For example, one might refer to the "name" box or the "shares" box.  

*Wm. Shakespeare, Hamlet, I.V.

© 2010-2022 Allen Matkins Leck Gamble Mallory & Natsis LLP National Law Review, Volume XII, Number 200
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About this Author

Keith Paul Bishop, Corporate Transactions Lawyer, finance securities attorney, Allen Matkins Law Firm
Partner

Keith Bishop works with privately held and publicly traded companies on federal and state corporate and securities transactions, compliance, and governance matters. He is highly-regarded for his in-depth knowledge of the distinctive corporate and regulatory requirements faced by corporations in the state of California.

While many law firms have a great deal of expertise in federal or Delaware corporate law, Keith’s specific focus on California corporate and securities law is uncommon. A former California state regulator of securities and financial institutions, Keith has decades of...

949-851-5428
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