Certificate of Incorporation
When incorporating in Delaware, a certificate of incorporation must be filed with the Delaware Secretary of State. Delaware law requires that certain information be included in your certificate of incorporation. The following is a summary of those requirements:
Incorporators
- Minimum Number of Incorporators – One or more persons
- Eligibility Requirements – A natural person must be at least eighteen years old
- Duties – Delivering a certificate to the secretary of state for filing. Those incorporating in Delaware may adopt initial bylaws if not already done so by the board of directors
- Listing Requirements – Those incorporating in Delaware are not required to be listed in the certificate of incorporation
Corporate Purpose
Delaware allows a corporation to be formed for any lawful business activity, except that of a bank and trust company, savings bank or savings and loan association.
- Listing Requirements –Required in the certificate
Director Information
- Minimum Number of Directors – One or more
- Eligibility Requirements –A director must be a natural person. The certificate of incorporation or bylaws may prescribe other qualifications for directors
- Listing Requirements –Not required to be listed
Officer Information
- Eligibility Requirements – A natural person who is at least eighteen years old
- Listing Requirements – Not required to be listed
Stock Information
- The classes, number and par value of shares that the corporation is authorized to issue, along with a statement of share attributes as required by the state
Other Required Listing Information
- Name and address of the registered agent
- Name and address of each incorporator
- Name and address of each director to take office prior to the first annual meeting, if any
Optional Provisions
- Delaware also permits optional provisions to be integrated into the certificate of incorporation for corporations who wish to formalize additional criteria, including:
- Any limitation on the duration of the corporation’s existence
- Any shareholder preemptive rights
- Limitations on the personal liability of directors to the corporation or its shareholders for money damages under certain circumstances
- Shareholder liability for corporate debts under certain circumstances
- Other provisions
When incorporating in Delaware, United Agent Services allows you to designate whether any or all of these provisions should be included.