Articles of Incorporation (AoI) of a company is like a constitution of a country. It stipulates all terms and conditions of the company and shareholders in several articles with all of which the members must obligatorily comply. A new company is required to file its Articles of Incorporation at the government’s business registrar so that terms and conditions written therein are acknowledged by laws. Unless the AoI is filled into government directory, terms and conditions stipulated in the AoI are understood and recognized just among company’s members.
From our experience, there happened many lawsuits against the company’s shareholders or directors over the unlawful agreements between company’s shareholders/directors and outsiders. For example, the company sold a class of shares to outsiders with agreements written therewith; however, this sale transaction was not recorded in the AoI, nor was the AoI amended and filed in the government directory. As a result, the outsider investors were not granted the rights to own shares of the company due to lack of legality.
Bylaw, AoI must be filed into the government directory and all amendment to the AoI must be reported to government agency and recorded in their system for legal acknowledgement. CAMBIZIAN CONSULTANT was founded to consult with investors in making, amending, and filing the AoI properly.