Corporation Certificate Of Incorporation Template for United States

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Key Requirements PROMPT example:

Corporation Certificate Of Incorporation

"Need a Corporation Certificate of Incorporation for a Delaware C-corporation with 10 million authorized shares of common stock and provisions for future preferred stock issuance, planning to seek venture capital funding in March 2025."

Document background
The Corporation Certificate of Incorporation is a foundational document required when establishing a new corporation in the United States. It must be filed with the appropriate state authority to create legal recognition of the corporation as a separate entity. This document includes essential information such as the corporation's name, purpose, stock structure, registered agent, and incorporator details. It serves as the primary charter document and is required in all U.S. states, though specific requirements may vary by jurisdiction. The certificate becomes public record upon filing and remains a crucial reference document throughout the corporation's existence.
Suggested Sections

1. Article I - Corporate Name: Legal name of the corporation and any DBA names

2. Article II - Registered Office and Agent: Official address and registered agent information

3. Article III - Corporate Purpose: Statement of business purpose and permitted activities

4. Article IV - Capital Stock: Authorized shares, classes, and par value

5. Article V - Incorporator: Information about the person(s) forming the corporation

Optional Sections

1. Article VI - Board of Directors: Initial directors and board structure - used when initial directors are known at incorporation

2. Article VII - Preemptive Rights: Shareholders' rights to purchase new stock issuances - used when shareholders should have first right to purchase new shares

3. Article VIII - Corporate Bylaws: Reference to adoption of bylaws - used when specific bylaw provisions need to be referenced in certificate

Suggested Schedules

1. Schedule A - Stock Subscription: Initial stock subscribers and their commitments

2. Schedule B - Initial Directors: List of initial board members if known

3. Schedule C - Required State-Specific Forms: Additional forms required by state of incorporation

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

Relevant legal definitions
Industries

State Corporate Laws: Primary state-level legislation governing corporations, such as Delaware General Corporation Law or other state-specific corporation statutes. Each state has its own requirements and forms for incorporation.

Internal Revenue Code: Federal tax legislation that establishes requirements for corporate taxation and compliance with IRS regulations.

Securities Act of 1933: Federal law governing the issuance of securities, relevant if the corporation plans to issue shares.

Securities Exchange Act of 1934: Federal law regulating secondary trading of securities and establishing requirements for public companies.

Sarbanes-Oxley Act: Federal law establishing requirements for public company boards, management, and accounting firms, relevant if planning to become publicly traded.

State Secretary Filing Requirements: State-specific requirements for filing and maintaining corporate registration with the Secretary of State's office.

EIN Requirements: IRS requirements for obtaining and maintaining a corporate tax identification number (Employer Identification Number).

State Tax Registration: Requirements for registering the corporation for state-level taxation and compliance.

Corporate Name Regulations: Legal requirements for corporate name selection, including uniqueness and designation requirements.

Registered Agent Requirements: Legal requirements for maintaining a registered agent and office in the state of incorporation.

Corporate Purpose Requirements: Legal requirements for stating the corporation's business purpose in incorporation documents.

Stock Structure Requirements: Legal requirements for defining and documenting the corporation's authorized shares and stock structure.

Board Structure Requirements: Legal requirements for establishing and documenting the corporation's board of directors structure.

Incorporator Requirements: Legal requirements for documenting incorporator information and signatures.

Principal Office Requirements: Legal requirements for establishing and documenting the corporation's principal office address.

Duration Requirements: Legal requirements for specifying the intended duration of the corporation (perpetual or limited).

Indemnification Requirements: Legal requirements for establishing provisions to protect corporate officers and directors from personal liability.

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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