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Articles of Incorporation

The document forms Articles of Incorporation for P&S MINIMARKET, a for-profit corporation in Florida. It establishes the corporation name, registered office and agent, authorized shares, and provides details on share classes, transfer restrictions, preemptive rights, indemnification, and limitations of liability. The incorporator is listed as Mark James Rogolino Jr.

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342 views

Articles of Incorporation

The document forms Articles of Incorporation for P&S MINIMARKET, a for-profit corporation in Florida. It establishes the corporation name, registered office and agent, authorized shares, and provides details on share classes, transfer restrictions, preemptive rights, indemnification, and limitations of liability. The incorporator is listed as Mark James Rogolino Jr.

Uploaded by

Niko
Copyright
© © All Rights Reserved
We take content rights seriously. If you suspect this is your content, claim it here.
Available Formats
Download as PDF, TXT or read online on Scribd
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ARTICLES OF INCORPORATION

For Profit

In compliance with the requirements of Chapter 607, F.S., and for the purposes of forming a for-profit
business corporation in Florida, the undersigned desire to form a corporation according to the following
Articles of Incorporation.

Corporate Name
1. The name of the corporation is P&S MINIMARKET (the "Corporation").

Duration
2. The Corporation will exist as a corporate entity until August 18, 2022.

Registered Office and Registered Agent


3. The street address of the initial registered office is 80 Mediterranean, BLVD E, Port St Lucie,
Florida, 34952. The name of the initial Registered Agent at this Registered Office is Mark James
Rogolino Jr.

Street Address of the Principal Office


4. The street address of the principal office is 80 north Orchard road, Vineland, New Jersey,
83601. The mailing address of the principal office is the same as the street address.

Authorized Capital
5. The aggregate total number of all shares that the Corporation is authorized to issue is 10.

Class A Shares
6. The Corporation is authorized to issue a single class of shares. The total number of shares
authorized is 2 Class A par value shares and the par value of each of the authorized Class A
shares is $2.0000 US Dollars. This class of shares is entitled to receive the net assets of the
Corporation on dissolution.

The Class A voting, non-cumulative shares will have the following rights and privileges
attached to them and be subject to the following conditions and limitations:

a. The holders of Class A shares will be entitled to receive, as and when declared by the
board of directors out of the monies of the Corporation properly applicable to the

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Articles of Incorporation Page 2 of 4

payment of dividends, non-cumulative, cash dividends, at the rate to be set by the board
of directors.

b. The Class A shares may from time to time be issued as a class without series or, may
from time to time be issued in one or more series. If the Class A shares are issued in one
or more series the board of directors may from time to time, by resolution before
issuance, fix the number of shares in each series, determine the designation and fix the
rights, privileges, restrictions, limitations and conditions attaching to the shares of each
series but always subject to the limitations set out in the Articles of Incorporation.

c. The holders of Class A shares will be entitled to one vote for each Class A share held, and
will be entitled to receive notice of and to attend all meetings of the shareholders of the
Corporation.

d. In the event of liquidation, dissolution, or winding up of the Corporation, the Class A


shareholders will be entitled to share equally, share for share, in the distribution of the
assets of the Corporation.

Restrictions on Transfer
7. No shares of stock in the Corporation will be transferred without the approval of the board of
directors of the Corporation either by a resolution of the board of directors passed at a board of
directors meeting or by an instrument or instruments in writing signed by all of the board of
directors.

Preemptive Rights
8. The shareholders of the Corporation have the preemptive right to purchase any new issue of
stock in proportion to their current equity percentage. A shareholder may waive any preemptive
right.

Amend or Repeal Bylaws


9. Bylaws may be adopted, amended, or repealed either by approval of the outstanding shares or by
the approval of the board of directors. In adopting, amending or repealing a bylaw the
shareholders may expressly provide that the board of directors may not adopt, amend or repeal
that bylaw. The power of the board of directors is subordinate to the power of the sharesholders
to adopt, amend, or repeal bylaws.
Articles of Incorporation Page 3 of 4

Cumulative Voting
10. In an election for directors, the maximum number of votes a shareholder may cast for one
director is equal to the number of voting shares held by the shareholder.

Fiscal Year End


11. The fiscal year end of the Corporation is January 2nd.

Indemnification of Officers, Directors, Employees and Agents


12. The board of directors, officers, employees and agents of the Corporation will be indemnified
and held harmless by the Corporation and its shareholders from and against any and all claims of
any nature, whatsoever, arising out of the individual's participation in the affairs of the
Corporation. The board of directors, officers, employees and agents of the Corporation will not
be entitled to indemnification under this section for liability arising out of gross negligence or
willful misconduct of the individual or the breach by the individual of any provisions of this
Agreement.

Limitation of Liability
13. The board of directors and officers of the Corporation will not be personally liable to the
Corporation or its shareholders for any mistake or error in judgment or for any act or omission
believed in good faith to be within the scope of authority conferred or implied by the Articles of
Incorporation or by the Corporation. The board of directors and officers will be liable for any
expenses or damages incurred by the Corporation or its shareholders resulting from any and all
acts or omissions involving fraud or intentional wrongdoing.

Effective Date of Filing


14. This document is to become effective no later than ninety (90) days from the date of filing by the
secretary of state. The delayed effective date is August 18, 2022.

Consent of Appointment by Registered Agent


15. Having been named as Registered Agent to accept service of process for the above named
corporation at the place designated in this Articles of Incorporation, I am familiar with and
accept the obligations of the appointment as Registered Agent and agree to act in this capacity.
Articles of Incorporation Page 4 of 4

Consenting Agent's
______________________
Signature:
Printed Name: ______________________
Date: ______________________
Incorporator
16. The name and address of the incorporator of P&S MINIMARKET are set out below.

Name Address City State Zip Code


Mark James 80 Mediterranean,
Port St Lucie Florida 34952
Rogolino Jr BLVD E

Execution
17. I, the undersigned, for the purpose of forming a corporation under the Florida Business
Corporation Act, do make, file and record this document, and do certify that the facts stated in
this document are true, and I have accordingly set my hand to this document this
_____________day of _______________, A.D. 20______.

BY:

_________________________
Mark James Rogolino Jr (Incorporator)

Filer Contact Information


18. In case of filing difficulties, please contact:
Name of Filer: Mark James Rogolino Jr
Phone number: (025) 839-9808
Address: 80 Mediterranean, BLVD E, Port St Lucie, Florida, 34952
E-mail Address: [email protected]

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