Incorporationwhereas

Incorporationwhereas is a neologism used to describe a hypothetical practice in corporate drafting, where a clause beginning with “whereas” is incorporated into the body of a corporation’s articles of incorporation rather than confined to separate preambles or resolutions. The term combines the notion of formal incorporation with the traditional use of whereas clauses to state context, objectives, or factual premises at the outset of a legal instrument.

Usage and context. The term is not a standard or recognized legal category in corporate law. It appears mainly in theoretical discussions, drafting guides, or illustrative examples intended to explore how contextual statements might influence corporate governance or the interpretation of charter provisions. In most jurisdictions, whereas clauses historically serve as introductory statements and do not themselves create enforceable rights.

Form and structure. When imagined in practice, incorporationwhereas would entail placing one or more whereas-style statements directly within the charter’s operative provisions. This could read as a preface embedded in the charter, outlining purposes, limitations, or commitments that inform subsequent articles. In real-world drafting, such statements are typically outside the operative language or are included in accompanying resolutions or bylaws.

Legal status and implications. Because incorporationwhereas is not a standard legal term, its enforceability and effect depend on jurisdiction and the exact drafting. Whereas clauses generally provide context rather than binding rules, and embedding them in the charter could blur distinctions between intent and enforceable provisions unless carefully framed.

See also: articles of incorporation, charter, whereas clause, corporate governance, legal drafting.