Sample Delaware Articles of Incorporation
CERTIFICATE OF INCORPORATION OF [CORPORATION NAME “Note: the Corporation name must include the word “Corporation”, “Corp.”, or “Inc.” ]
FIRST: The name of the corporation is [CORPORATION NAME]
SECOND: Its registered office in the State of Delaware is located at [Delaware corporations must have a registered agent in DE, place registered office address here]. The registered agent in charge thereof is [insert name of registered agent].
THIRD: The purpose of the corporation is to engage in any lawful activity for which corporations may be organized under the General Corporation Law of Delaware.
FOURTH: The total number of shares of stock that the corporation is authorized to issue is 3,000 shares having a par value of $0.0001 per share. [Note: DE corporations with more than 3,000 authorized shares pay their annual franchise tax fees according to a complex formula. Such fees are not terribly expensive, but see the DE Department of Corporation’s website for information before authorizing more than 3,000 shares]
FIFTH: The business and affairs of the corporation shall be managed by or under the direction of the board of directors, and the directors need not be elected by ballot unless required by the bylaws of the corporation.
SIXTH: The Corporation shall be perpetual unless otherwise decided by a majority of the Board of Directors.
SEVENTH: In furtherance and not in limitation of the powers conferred by the laws of Delaware, the board of directors is authorized to amend or repeal the bylaws.
EIGHTH: The Corporation reserves the right to amend or repeal any provision in this Certificate of Incorporation in the manner prescribed by the Laws of Delaware.
NINTH: The incorporator is [insert name of Incorporator. The Incorporator is the party who organizes the Corporation]. The powers of the incorporator are to file this certificate of incorporation, approve the by-laws of the corporation and elect the initial directors.
TENTH: To the fullest extent permitted by the Delaware General Corporation Law a director of this corporation shall not be liable to the corporation or its stockholders for monetary damages for breach of fiduciary duty as a director. I, [insert name of Incorporator], for the purpose of forming a corporation under the laws of the State of Delaware do make and file this certificate, and do certify that the facts herein stated are true; and have accordingly signed below, on [Date].
Signed and Attested to by:
[ include address and phone of incorporator–a new requirement for 2007 ]
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Michael Spadaccini is the author of 8 books on self-help legal matters such as, Ultimate LLC Compliance Guide: Covers All 50 States (Ultimate Series), Ultimate Book of Forming Corps, LLCs, Partnerships & Sole Proprietorships, and Ultimate Guide to Forming an LLC in Any State, Second Edition (Ultimate Series).
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