California Articles of Incorporation with Indemnification

State:
Multi-State
Control #:
US-CC-17-124C
Format:
Word; 
Rich Text
Instant download

Description

This sample form, a detailed Articles of Incorporation, is a model for use in corporate matters. The language is easily adapted to fit your specific circumstances. Available in several standard formats.

Title: Understanding California Articles of Incorporation with Indemnification Introduction: California Articles of Incorporation with Indemnification are legal documents filed with the state government to establish a corporation. This detailed description aims to provide a comprehensive overview of these articles, including their purpose, features, and any variations that exist. Keywords: California Articles of Incorporation, Indemnification, legal documents, corporation, purpose, features, variations 1. Purpose of California Articles of Incorporation with Indemnification: The primary purpose of the California Articles of Incorporation with Indemnification is to outline the essential information required when forming a corporation in California. These articles are a core component of the corporation's organizational documents, establishing the company's existence as a separate legal entity. 2. Features of California Articles of Incorporation with Indemnification: a. Indemnification Clause: One distinctive feature of these articles is the inclusion of an indemnification provision. This clause aims to protect directors, officers, and other corporate agents from personal liability for lawful acts performed on behalf of the corporation. b. Identification of Directors and Officers: The articles must identify the initial directors and officers of the corporation, providing their names and addresses. This information ensures transparency and accountability within the company's management structure. c. Corporate Purpose: The articles should clearly state the corporation's purpose, defining the nature of the business and the activities it intends to engage in. This section ensures compliance with California's legal requirements. d. Capital Structure: California articles also detail the corporation's authorized number of shares, par value (if any), and the class and series of shares, if applicable. e. Registered Agent and Office: The articles must designate a registered agent and office within the state of California. The registered agent acts as a point of contact for legal correspondence on behalf of the corporation. 3. Types of California Articles of Incorporation with Indemnification (if applicable): While the basic structure and content of the California Articles of Incorporation with Indemnification remain the same, there might be variations based on the corporation's specific needs or characteristics. Some potential types or variations may include: a. Nonprofit Corporation Articles of Incorporation with Indemnification: Nonprofit organizations may have specific requirements and provisions related to their tax-exempt status, governance, and mission. b. Professional Corporation Articles of Incorporation with Indemnification: Professional corporations, such as those formed for licensed practitioners like doctors or lawyers, may have additional regulations and considerations due to their specific field of expertise. Conclusion: California Articles of Incorporation with Indemnification are vital documents for any corporation in the state, which outline foundational details and legal protections for directors, officers, and agents. Understanding the purpose, features, and potential variations ensures compliance with California law when establishing a corporation. Keywords: California Articles of Incorporation, Indemnification, legal documents, corporation, purpose, features, variations, nonprofit corporation, professional corporation.

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FAQ

What Is an Indemnification Clause? An indemnification clause is a legally binding agreement between two parties specifying that one party (the indemnifying party) will compensate the other party (the indemnified party) for any losses or damages that may arise from a particular event or circumstance.

While generally, indemnity contracts for negligence are enforceable, the strict rule of construction in California is that indemnity for active negligence requires explicit language in the clause that negligence of the indemnitee is to be included.

The Basic Law: In California, an employer is vicariously liable for the negligent and wrongful acts of his employees that are committed within the scope of employment.

Section 2802 provides that an employer ?shall indemnify his or her employee for all necessary expenditures or losses incurred by the employee in direct consequence of the discharge of his or her duties, or of his or her obedience to the directions of the employer.?

To be held personally liable, the individual must have either a) been personally involved in the purported violation; or b) participated in activities of the employer related to the alleged violation(s)- e.g., approving payroll practices, implementing timekeeping procedures, etc.

Indemnification in California Under the California Labor Code, this means that employers must pay for an employee's lawsuit expenses where the lawsuit was a result of the employee doing his job or following the orders of his superiors.

CA Corp. Code§ 317(b) states a corporation has the power to indemnify any person who,? ? is or was an agent of the corporation, against expenses, judgments, fines, settlements, and other amounts actually and reasonably incurred in connection with the proceeding if that person acted in good faith.?

By statute, you cannot have another party indemnify you against damages that result your sole negligent or willful acts. If such a clause is in a contract it is void. Thus under California law, the person seeking indemnity from the other party must have some degree of fault for the harm that results in the liability.

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May 8, 2023 — Summary. Use this sample form when drafting an indemnification clause for a corporation's articles of incorporation. The California Secretary of State recently launched the ability to file Articles of Incorporation online. The online service offers a major advantage over paper ...Nov 5, 2012 — The first question is the existential question - why do indemnification provisions exist in the articles at all? I have an answer for California ... Preparing and filing your articles of incorporation is the first step in starting your business or nonprofit corporation. Approval of this document secures your ... Forming a corporation in California? One of the documents needed is the California Articles of Incorporation. Download the document and fill it out today. THIS AGREEMENT is entered into, effective as of , 201 by and between Alphabet Inc., a Delaware corporation (the “Company”), and (“Indemnitee”). WHEREAS, it is ... An article provision authorizing indemnification "in excess of that otherwise permitted by Section 317" or "to the fullest extent permissible under California ... WHEREAS, the Company's Amended and Restated Certificate of Incorporation (“Certificate of Incorporation ... a complete and unconditional release of Indemnitee. A corporation shall have power to indemnify the trustee, investment manager or other fiduciary to the extent permitted by subdivision (f) of Section 5140. Ca. 1. Determine the name of the corporation · 2. Draft and file the articles of incorporation · 3. Appoint the board of directors · 4. Draft the bylaws and conflict ...

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California Articles of Incorporation with Indemnification