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.