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.
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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."
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
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
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
Corporation
Articles of Incorporation
Authorized Shares
Board of Directors
Bylaws
Capital Stock
Common Stock
Preferred Stock
Par Value
Incorporator
Registered Agent
Registered Office
Secretary of State
Stock Certificate
Stockholder
Voting Rights
Preemptive Rights
Corporate Purpose
Corporate Seal
Director
Officer
Indemnification
Amendment
Dissolution
Fiscal Year
Annual Meeting
Initial Directors
Share Class
Articles of Amendment
Certificate of Good Standing
Corporate Name and Identity
Business Purpose
Duration
Stock Authorization
Share Classes
Rights and Preferences
Registered Office
Registered Agent
Board Structure
Director Powers
Indemnification
Liability Limitation
Amendment Powers
Dissolution Rights
Preemptive Rights
Voting Rights
Stock Transfer Restrictions
Corporate Powers
Initial Officers
Incorporator Declaration
Shareholder Rights
Capital Structure
Merger Provisions
Conversion Rights
Redemption Rights
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