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CERTIFICATE OF INCORPORATION
The name of this Corporation is “v_field_company_name”.
The address of the Corporation’s registered office in the State of Delaware is “v_field_de_registered_office_address_verbose”. The name of the corporation’s registered agent at such address is “v_field_de_registered_agent_name”.
The nature of the business or purposes to be conducted or promoted is to engage in any lawful act or activity for which corporations may be organized under the General Corporation Law of Delaware.
This Corporation is authorized to issue one class of stock to be designated “Common Stock,” with a par value of v_field_common_stock_par_value per share. The total number of shares which the Corporation is authorized to issue is v_field_authorized_common_shares_text (v_field_authorized_common_shares).
Except as otherwise provided in this certificate of incorporation, in furtherance and not in limitation of the powers conferred by statute, the board of directors is expressly authorized to make, repeal, alter, amend and rescind any or all of the Bylaws of the Corporation.
The number of directors of this corporation shall be determined in the manner set forth in the Bylaws of this corporation.
Elections of directors need not be by written ballot unless the Bylaws of the Corporation shall so provide.
Meeting of stockholders may be held within or without the State of Delaware, as the Bylaws may provide. The books of the Corporation may be kept (subject to any provision contained in the statutes) outside the State of Delaware at such place or places as may be designated from time to time by the board of directors or in the Bylaws of the Corporation.
A director of this corporation shall not be personally liable to this corporation or its stockholders for monetary damages for breach of fiduciary duty as a director, except for liability (i) for any breach of the director’s duty of loyalty to this corporation or its stockholders, (ii) for acts or omissions not in good faith or that involve intentional misconduct or a knowing violation of law, (iii) under Section 174 of the General Corporation Law, or (iv) for any transaction from which the director derived any improper personal benefit. If the General Corporation Law is amended after approval by the stockholders of this Article 9 to authorize corporate action further eliminating or limiting the personal liability of directors, then the liability of a director of this corporation shall be eliminated or limited to the fullest extent permitted by the General Corporation Law as so amended.
Any repeal or modification of the foregoing provisions of this Article 9 by the stockholders of this corporation shall not adversely affect any right or protection of a director of this corporation existing at the time of, or increase the liability of any director of this corporation with respect to any acts or omissions of such director occurring prior to, such repeal or modification.
To the fullest extent permitted by applicable law, this corporation is authorized to provide indemnification of (and advancement of expenses to) agents of this corporation (and any other persons to which General Corporation Law permits this corporation to provide indemnification) through bylaw provisions, agreements with such agents or other persons, vote of stockholders or disinterested directors or otherwise, in excess of the indemnification and advancement otherwise permitted by Section 145 of the General Corporation Law, subject only to limits created by applicable General Corporation Law (statutory or non-statutory), with respect to actions for breach of duty to this corporation, its stockholders and others.
Any amendment, repeal or modification of the foregoing provisions of this Article 10 shall not adversely affect any right or protection of a director, officer, agent or other person existing at the time of, or increase the liability of any director of this corporation with respect to any acts or omissions of such director, officer or agent occurring prior to such amendment, repeal or modification.
The Corporation reserves the right to amend, alter, change or repeal any provision contained in this certificate of incorporation, in the manner now or hereafter prescribed by statute, and all rights conferred upon stockholders herein are granted subject to this reservation.
The name and mailing address of the incorporator of the Corporation is:
* * * * *
THE UNDERSIGNED, being the incorporator hereinbefore named, for the purpose of forming a corporation to do business both within and without the State of Delaware and in pursuance of the General Corporation Law of Delaware, does make and file this Certificate, hereby declaring and certifying that the facts herein stated are true, and accordingly has hereunto set his/her hand this v_field_date_verbosedate.
Delaware Certificate of Incorporation for corporation v1.5
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.