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  DE Certificate of Incorporation

Document Templates


DE Certificate of Incorporation
1  Delaware Certificate of Incorporation for corporation (Orrick form) v1.0
Public   Published   master   master  (owner)
Permalink: https://valcu.co/users/master/doc_templates/de-certificate-of-incorporation-1-7
Created: March 19, 2015 12:40:10 EDT | Last modified: October 2, 2015 10:22:07 EDT
 

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Exact Legal Name of the Company

Exact Name of the Company (in all caps)

Registered Address in Delaware: Address, City, County, State, Zip

Name of the the company's registered agent in Delaware

Name of the incorporator of the company

Address of the individual acting as the incorporator of the company: Address, City, County, State, Zip

Par Value of the Company's Common Stock

Total number of shares authorized in the certificate of incorporation

Total number of shares authorized in the certificate of incorporation spelled out

Date of signature.

Date of signature in words.


CERTIFICATE OF INCORPORATION
OF
V_FIELD_COMPANY_NAME_UPCASE
ARTICLE I
The name of the corporation is “v_field_company_name” (the “Corporation”).
ARTICLE II
The address of the Corporation’s registered office in the State of Delaware is “v_field_de_registered_office_address_verbose”. The name of its registered agent at such address is “v_field_de_registered_agent_name”.
ARTICLE III
The purpose of the Corporation is to engage in any lawful act or activity for which corporations may be organized under the Delaware General Corporation Law.
ARTICLE IV
The aggregate number of shares which the Corporation shall have authority to issue is v_field_authorized_common_shares_text (v_field_authorized_common_shares) shares of capital stock all of which shall be designated “Common Stock” and have a par value of v_field_common_stock_par_value per share.
ARTICLE V
The business and affairs of the Corporation shall be managed by or under the direction of the Board of Directors. Elections of directors need not be by written ballot unless otherwise provided in the Bylaws of the Corporation. In furtherance of and not in limitation of the powers conferred by the laws of the state of Delaware, the Board of Directors of the Corporation is expressly authorized to make, amend or repeal Bylaws of the Corporation.
Distributions by the Corporation may be made without regard to “preferential dividends arrears amount” or any “preferential rights,” as such terms may be used in Section 500 of the California Corporations Code.
ARTICLE VI
To the fullest extent permitted by the Delaware General Corporation Law, as the same exists or as may hereafter be amended, a director of the Corporation shall not be personally liable to the Corporation or its stockholders for monetary damages for breach of fiduciary duty as a director.
The Corporation shall indemnify to the fullest extent permitted by law any person made or threatened to be made a party to an action or proceeding, whether criminal, civil, administrative or investigative, by reason of the fact that he, his testator or intestate is or was a director or officer of the Corporation or any predecessor of the Corporation, or serves or served at any other enterprise as a director or officer at the request of the Corporation or any predecessor to the Corporation.
Neither any amendment nor repeal of this Article VI, nor the adoption of any provision of the Corporation’s Certificate of Incorporation inconsistent with this Article VI, shall eliminate or reduce the effect of this Article VI in respect of any matter occurring, or any action or proceeding accruing or arising or that, but for this Article VI, would accrue or arise, prior to such amendment, repeal or adoption of an inconsistent provision.
ARTICLE VII
Unless the Corporation consents in writing to the selection of an alternative forum, the Court of Chancery of the State of Delaware shall be the sole and exclusive forum for (A) any derivative action or proceeding brought on behalf of the Corporation, (B) any action or proceeding asserting a claim of breach of a fiduciary duty owed by any director or officer of the Corporation to the Corporation or the Corporation’s stockholders, (C) any action or proceeding asserting a claim against the Corporation arising pursuant to any provision of the Delaware General Corporation Law or the Corporation’s Certificate of Incorporation or Bylaws, or (D) any action or proceeding asserting a claim against the Corporation governed by the internal affairs doctrine.
ARTICLE VIII
The name and mailing address of the incorporator are as follows:
v_field_de_incorporator_name
v_field_de_incorporator_address
Executed on this v_field_date_sentence.
v_field_v_sig_de_incorporator

v_field_else
/s/ v_field_de_incorporator_name
v_field_end
v_field_de_incorporator_name, Incorporator

1
No data.
Access
Public
Description
Delaware Certificate of Incorporation for corporation (Orrick form) v1.0
Notes
None.
License
Not specified
License Detail
Not specified
Disclaimer
Not specified

INSTRUCTIONS:

1. Has this document already been filed? If it was prepared through Valcu, it has already been filed in Delaware.

2. Who signs? This document should be signed by the incorporator of the company. If it was prepared through Valcu, it has already been signed.

3. Can this document be signed electronically? Yes.

4. Can this be filed with a conformed signature (like: "/s/ John A. Smith")? Yes.

5. What do I do with the document after it has been executed? Include the signed copy and the copy that is file stamped by the Delaware Secretary of State (when it becomes available for download) in the company's corporate records.

6. How can I tell when the Delaware Secretary of State has processed this and the company begins its existence? The company will be listed on Delaware's website.