University of Wisconsin Center for Cooperatives

Articles of Incorporation for Cooperatives, including a Sample Outline

From How to Start a Cooperative, Cooperative Information Report 7, United States Department of Agriculture, Rural Business-Cooperative Service, Galen Rapp and Gerald Ely, Revised September 1996

Incorporation is usually the best method of organizing. Each State has special enabling laws underwhich cooperatives may incorporate. It may be preferable to incorporate under the State's general corporation enabling act, but structure bylaws to operate as a cooperative.

Incorporation gives the cooperative a distinct legal standing. Members generally are not personally liable for the debts of an incorporated organization beyond the amount of their investment. The articles indicate the nature of the cooperative business. The articles should specify rather broad operating authority when incorporating even though services may be limited at the beginning.

These articles usually contain the name of the cooperative, principal place of business, purposes and powers of the association, proposed duration of the association, names of the incorporators (in most States), and information about the capital structure. In some States, the names of the first officers of the association must be included.

Filing the articles of incorporation (usually with the Secretary of State) activates the cooperative corporation. After the organizing committee approves the articles, the attorney files for the corporation charter and includes the recording fees. Once chartered by the State, the cooperative should promptly adopt bylaws.

Articles of Incorporation

of _____________________________ Association

We, the undersigned, all of whom are residents and citizens of the State of _________________, engaged in the production of agricultural products, do hereby voluntarily associate ourselves for the purpose of forming a cooperative association, (with/without) capital stock, under the provisions of the __________________ Cooperative Marketing Act of the State of _______________.

Article I- Name

Article II- Purposes

Article III- Powers; Limitations

Section 1. Powers
Section 2. Limitations

Article IV- Place of Business

Article V- Period of Duration

Article VI- Directors

Article VII- Membership (for nonstock cooperative) or

Article VII- Capital Stock (for stock cooperative)
Section 1. Authorized Amounts; Classes.
Section 2. Common Stock.
Section 3. Preferred Stock.

In testimony whereof, we have hereunto set our hands this _______ day of _______, 19__.

State of

County of ____ SS.

Before me, a notary public, within and for said county and State, on this ___ day of __________, 19____, personally appeared _____, known to me to be one of the identical persons who executed the within and foregoing instrument, and acknowledged to me that he/she had executed the same as a free and voluntary act and deed for the uses and purposes therein set forth.

Witness my hand and official seal the day and year set forth.

Notary Public_________________________
In and for the County of_______________________, State of____________.
My Commission expires______________

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