ARTICLE
19 July 2022

Where Have All The Articles Gone?

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Allen Matkins Leck Gamble Mallory & Natsis LLP

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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.
United States California Corporate/Commercial Law

"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, ?ρθρον, 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.

The content of this article is intended to provide a general guide to the subject matter. Specialist advice should be sought about your specific circumstances.

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