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Articles of incorporation, referred to as a “Certificate of Incorporation” in Delaware, is the legal document that must be filed to incorporate a business. Articles of incorporation are filed with the Delaware Secretary of State, and once approved, you can operate your company as a corporation.
A corporation is just one way to structure a new business, but this type of entity is very popular, especially in Delaware, due to the benefits it offers owners and shareholders. Some of these benefits include:
The main purpose of a certificate of incorporation is to prove that the company exists so that it can operate legally. After filing the certificate of incorporation, business owners can request a tax identification number, open business bank accounts, and apply for professional licenses and permits necessary for operation.
Articles of incorporation are an important document because it proves that your company legally exists. It is important to keep this certificate in a safe place because it is often needed by banks when applying for loans or other types of funding.
If you have misplaced your company’s articles of incorporation, it is possible to order a new copy by submitting a request to the Division of Corporations. When ordering copies of corporate documents you have two options:
Requests can be uploaded online or sent through regular mail and a filing fee must be paid to receive your corporate documents.
Yes. Delaware requires articles of incorporation for any business that wishes to operate as a corporation. Delaware also requires a Certification Cover Memo to be filed along with the articles of incorporation. Until a company’s articles are approved by the secretary of state, they cannot legally operate in Delaware.
Yes. Certificates of incorporation in Delaware are public documents. The Division of Corporations allows users to search a database of every corporation in Delaware. The search results will show basic corporation information like the entity name, incorporation date, and address. If you wish to view the company’s corporate documents like certificate of organization, you will have to pay a fee to download the files.
[Your Company Name]
CERTIFICATE OF INCORPORATION
[YOUR COMPANY NAME]
A Delaware For-Profit Corporation
The name of this corporation is [Your Company Name].
II. REGISTERED OFFICE AND AGENT
The address of the corporation's registered office in the State of Delaware is:
[Registered Office Street Address] [City, County, Zip Code] Delaware
The name of its registered agent at that address is [Registered Agent's Name].
The purpose of this corporation is to engage in any lawful act or activity for which corporations may be organized under the General Corporation Law of Delaware.
The total number of shares of stock that this corporation is authorized to issue is [Total Number of Shares], which shall be divided into two classes, designated as "Common Stock" and "Preferred Stock." The number of shares of Common Stock authorized is [Number of Common Shares], and the number of shares of Preferred Stock authorized is [Number of Preferred Shares].
B. Preferred Stock
The name and mailing address of the incorporator are:
[Incorporator's Name] [Incorporator's Street Address] [City, State, Zip Code]
IN WITNESS WHEREOF, the undersigned, being the incorporator hereinbefore named, has executed this Certificate of Incorporation on this [Day] day of [Month], [Year].
[Note: This is a basic example of a Certificate of Incorporation for a for-profit business in Delaware. Depending on the specific circumstances and requirements of your company, additional provisions may need to be included. It is always recommended to consult with an attorney or other qualified professional to ensure your Certificate of Incorporation complies with all applicable laws and regulations.]
Articles of incorporation will vary based on the company size, type, and purpose. Before filling out articles of incorporation, you must determine what type of corporation you are establishing.
Once you have determined the type of corporation, you can use a template provided by the Division of corporations to fill out the articles of incorporation. It is important to note that these templates only include the bare minimum information required by Delaware law. Depending on your business, you may need to add additional provisions.
The following information will need to be provided for a certificate of organization:
While this template will work for most corporations, some businesses require additional documents or information. If you are unsure whether you must provide additional business information, you should consult with a knowledgeable attorney.
An attorney will assist you in drafting your articles of incorporation and ensure that you have met all legal requirements under Delaware law. If you make a mistake on your articles, it could cause significant delays in incorporating your business and additional fees.
The Delaware Division of Corporations provides several options for submitting articles of incorporation.
All submissions must be accompanied by the filing fee, or it will not be processed.
ContractsCounsel is not a law firm, and this post should not be considered and does not contain legal advice. To ensure the information and advice in this post are correct, sufficient, and appropriate for your situation, please consult a licensed attorney. Also, using or accessing ContractsCounsel's site does not create an attorney-client relationship between you and ContractsCounsel.
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