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Certificate of Incorporation Professional Corporation
THE UNDERSIGNED, being natural persons at least twenty-one years old and
acting as incorporators of the corporation (Corporation) being formed
under Article .......... of the [name] Law of [state], certify as
1. Name. The name of Corporation is [name].
2. Purpose. Corporation is formed for the following purposes:
a. To engage in the specific business of the practice of the
profession of [nature of practice, i.e., law, medicine, accountancy]
through individuals licensed under the laws of [state] to practice
[nature of practice] in that State.
b. To purchase or otherwise acquire, hold, own, maintain,
improve, operate, mortgage, sell, convey, lease, sublease, or otherwise
deal in and dispose of personal and real property of every kind,
character, and description in furtherance of Corporation's professional
c. To enter into contracts of all kinds in furtherance of
Corporation's professional business.
d. To borrow money with or without security in furtherance
of Corporation's professional business, and to make, indorse, execute,
and issue those instruments for the payment of money that are necessary
to evidence Corporation's borrowings.
e. To invest Corporation's funds in real properties,
mortgages, stocks, bonds, or any other types of investments, and while
the owner or holder of any real properties, mortgages, stocks, bonds, or
other type of investments, to receive, collect, reinvest, and dispose of
the interest, dividends, and income arising from such property, and to
possess and exercise all the rights, powers, and privileges of
ownership, including all voting powers of any stocks owned.
f. To establish and carry out pension, profit-sharing,
share-bonus, share-purchase, incentive, and benefit plans, trusts, and
provisions for any or all of Corporation's Directors, officers, and
g. Paragraphs 2(a) through 2(f) shall be construed as
enumerating both objects and purposes of Corporation, and the
enumeration of specific purposes shall not be held to limit or restrict
in any manner the purposes of Corporation otherwise permitted by law.
h. To exercise all of the powers now or hereafter conferred
by the [name] Law upon corporations formed thereunder, subject to any
limitations contained in the [name] Law or in accordance with the
provisions of any other statute of [state].
3. Address. The office of Corporation is to be located in
[city, county, state].
4. Capital Stock. The aggregate number of common shares that
Corporation shall have authority to issue is [number] Common Shares,
which shares are to have a par value of ........ dollars ($........) per
share. The aggregate number of preferred shares that Corporation shall
have authority to issue is [number] Preferred Shares, which shares are
to have a par value of ........ dollars ($........) per share.
5. Ownership Only by Qualified Persons. The shares of capital
stock of Corporation shall be issued and transferred (other than by
operation of law or court decree) only to individuals who are authorized
to practice [nature of practice] in [state]. No transferee of
shares of capital stock of Corporation by operation of law or court
decree may vote such shares for any purpose whatsoever except as
permitted by the laws of [state].
6. Names and Qualifications of Shareholders. The names,
residences, and licenses or certificate numbers of the individuals who
are to be the original shareholders, Directors, and officers of
[schedule of names, residences, and license or certificate
All of these persons are licensed by [state] to practice the
profession of [nature of practice].
7. Secretary of State as Agent. The Secretary of State of
[state] is designated as the agent of Corporation upon whom process
against it may be served. The post office address to which the
Secretary of State is to mail a copy of any process served upon the
Secretary is [address].
IN WITNESS WHEREOF, we have made, subscribed, and acknowledged
this Certificate this [date].
*** If Required By State Law ***
This Section for Notary:
State of _________
County of ________ [COUNTY]
On [DATE] before me, [NAME OF NOTARY], notary, personally appeared [NAME OF PERSON(S) INVOLVED], personally known to me (or proved to me on the basis of satisfactory evidence) to be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument.
Witness my hand and official seal.
My commission expires: _____