Certificate Of Incorporation Template Template for United States

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Certificate Of Incorporation Template

"I need a Certificate of Incorporation Template for a Delaware-based technology startup with two classes of stock (common and preferred), planning to raise venture capital funding in March 2025, with strong protective provisions for founding shareholders."

Document background

A Certificate of Incorporation Template is a crucial legal document required when establishing a corporation in the United States. It must be filed with the appropriate state authority and serves as the foundation for the corporation's existence. The document includes essential information such as the corporation's name, purpose, stock structure, registered agent, and initial directors. It's typically used when founding a new corporation or converting an existing business into a corporate structure. The specific requirements and format vary by state, but all must comply with state corporation laws and regulations. This document is permanent and public, though it can be amended through proper legal procedures.

Suggested Sections

1. Article I - Corporate Name: States the legal name of the corporation and any DBA (doing business as) names

2. Article II - Registered Office and Agent: Specifies the physical address of the registered office and the name of the registered agent for service of process

3. Article III - Corporate Purpose: Describes the nature of business and purposes for which the corporation is organized

4. Article IV - Capital Stock: Details the authorized shares, classes of stock, par value, and rights attached to different classes of shares

5. Article V - Board of Directors: Establishes the initial board of directors and basic governance structure

6. Article VI - Incorporator: Identifies the name and address of the person(s) forming the corporation

Optional Sections

1. Article VII - Preemptive Rights: Optional provisions regarding rights of existing shareholders to maintain their ownership percentage in future stock issuances

2. Article VIII - Limitations of Director Liability: Optional provisions limiting personal liability of directors to the extent permitted by law

3. Article IX - Amendment Provisions: Optional specific procedures for amending the certificate of incorporation

4. Article X - Corporate Powers: Optional detailed enumeration of specific corporate powers beyond the standard statutory powers

Suggested Schedules

1. Schedule A - Initial Stockholders: List of initial stockholders with their respective shareholdings and contact information

2. Schedule B - Initial Directors: Detailed information about initial board members including their qualifications and contact details

3. Schedule C - Stock Rights and Restrictions: Detailed description of stock classes, voting rights, dividend rights, and transfer restrictions

4. Schedule D - State-Specific Requirements: Additional information required by the specific state where incorporation is taking place

Authors

Alex Denne

Head of Growth (Open Source Law) @ Genie AI | 3 x UCL-Certified in Contract Law & Drafting | 4+ Years Managing 1M+ Legal Documents | Serial Founder & Legal AI Author

Industries

Federal Tax Law: Internal Revenue Code provisions for corporate tax structure and compliance requirements

Securities Laws: Securities Act of 1933 and Securities Exchange Act of 1934 for share issuance and trading regulations

Sarbanes-Oxley Act: 2002 legislation governing corporate governance and financial reporting for public companies

State Corporation Laws: State-specific laws (e.g., Delaware General Corporation Law) governing corporate formation and operations

Model Business Corporation Act: Model legislation providing framework for state corporate laws and governance structures

State Filing Requirements: Secretary of State specific requirements for corporate registration and maintenance

Naming Regulations: State-specific requirements for corporate names and naming conventions

Registered Agent Requirements: Laws requiring designation and maintenance of a registered agent for service of process

Stock Issuance Regulations: Rules governing the issuance, classes, and rights of corporate stock

State Tax Regulations: State-specific tax laws and reporting requirements for corporations

Business Licensing: Local and state requirements for business licenses and permits

Industry Regulations: Specific regulations applicable to the corporation's intended industry or business activities

Corporate Structure Requirements: Legal requirements for corporate governance including board of directors, officers, and organizational structure

Indemnification Laws: Regulations governing corporate indemnification of officers and directors

Teams

Employer, Employee, Start Date, Job Title, Department, Location, Probationary Period, Notice Period, Salary, Overtime, Vacation Pay, Statutory Holidays, Benefits, Bonus, Expenses, Working Hours, Rest Breaks,  Leaves of Absence, Confidentiality, Intellectual Property, Non-Solicitation, Non-Competition, Code of Conduct, Termination,  Severance Pay, Governing Law, Entire Agreemen

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