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Certificate of Incorporation

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STATE of DELAWARE
CERTIFICATE of INCORPORATION
A STOCK CORPORATION

• First: The name of this Corporation is

• Second: Its registered office in the State of Delaware is to be located at

Street, in the City of

County of Zip Code The registered agent in

charge thereof is

• Third: The purpose of the corporation is to engage in any lawful act or activity for which corporations may be organized under the General Corporation Law of Delaware.

• Fourth: The amount of the total authorized capital stock of this corporation is

Dollars ($ ) divided into shares of

Dollars ($ ) each.

• Fifth: The name and mailing address of the incorporator are as follows:

Name

Mailing Address

Zip Code

• I, The Undersigned, for the purpose of forming a corporation under the laws of the State of Delaware, do make, file and record this Certificate, and do certify that the facts herein stated are true, and I have accordingly hereunto set my hand this day of A.D. 19

BY:

(Incorporator)

NAME:

(Type or Print)

Enter text✕
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What a Certificate of Incorporation Is and why it matters

A Certificate of Incorporation (sometimes called Articles of Incorporation) is a statutory document filed with a state Secretary of State to form a corporation. It records the corporate name, purpose, authorized shares, registered agent, and incorporator information and creates the corporation as a separate legal entity under state law. Once accepted by the filing office, the certificate establishes corporate existence and is the foundational record used for tax registration, banking, contracts, and capitalization.

Why the Certificate of Incorporation matters for legal existence

Filing the Certificate of Incorporation creates the corporation, limits owner liability, and enables federal and state registrations. It also sets basic governance defaults and provides evidence of corporate status for banks, vendors, and regulators.

Why the Certificate of Incorporation matters for legal existence

Who typically prepares and files this document

A small set of roles commonly creates, reviews, and files the Certificate of Incorporation.

  • Founders and incorporators preparing formation details and paying filing fees; commonly handles name selection, authorized shares, and registered agent selection.
  • Corporate counsel or law firms drafting bespoke purpose clauses, filing amendments, and advising on tax and governance implications for investor-readiness.
  • Registered agents and formation services that receive official mail, provide filing addresses, and forward state correspondence on behalf of the corporation.

After filing, these stakeholders coordinate EIN application, corporate bylaws, board organization, and initial capitalization to complete formation.

Representative roles involved

Corporate Founder

An individual or group that initiates formation, selects name and registered agent, and signs incorporator sections. Founders often prepare initial bylaws and sign subscription or share issuance documents after filing.

Corporate Counsel

An attorney or law firm that reviews statutory language, confirms compliance with state requirements, drafts bylaws and shareholder agreements, and advises on tax, securities, and governance consequences.

Essential parts included in a professional Certificate of Incorporation

A complete certificate addresses identity, governance, and capital structure in concise statutory language so the state accepts filing and third parties can verify authority.

Corporate Name

Exact legal name of the corporation including required entity designation (e.g., Corp., Inc.). Name must comply with state naming rules and avoid prohibited words or duplicates.

Purpose Clause

Short statement of corporate purpose; many incorporators use a broad general-purpose formulation allowed by state law to avoid narrow restrictions on future activities.

Authorized Shares

Number and classes of shares authorized, par value if any, and distribution across classes. This establishes authorized capital used for issuance and investor terms.

Registered Agent

Name and physical address of the registered agent for service of process within the state; essential for receiving legal notices and official correspondence.

Incorporator Information

Name and address of the incorporator(s) signing the document; the incorporator executes the filing and appoints the initial board if required.

Filing Signature

Signature and date of the incorporator or authorized filer. Some states require additional attestations, but the signature block completes the statutory filing.

Security and compliance considerations for filing and storage

Encryption: TLS 1.2/1.3 in transit; AES-256 at rest
Audit Trail: Timestamped signer actions and IP metadata
BAA Availability: HIPAA BAA available where required
Access Controls: Role-based permissions and SSO support
Document Integrity: Tamper-evident PDF and versioning
Export Options: Downloadable PDF, DOCX, and CSV logs

Step-by-step: filing a Certificate of Incorporation

Follow these steps in order to prepare, execute, and submit a complete filing with the state.

  • 01
    Prepare Draft: Assemble name, agent, shares, and incorporator details.
  • 02
    Review Compliance: Confirm state-specific language and fee schedule.
  • 03
    Execute Document: Incorporator signs; include any required notary or witness.
  • 04
    File with State: Submit online or by mail with correct fee and receive stamped certificate.

How online completion and eSubmission typically operate

Electronic workflows let you prepare the certificate, secure signatures, and transmit to the Secretary of State when the state accepts e-filed incorporation forms.

  • Upload Document: Upload PDF/DOCX version of the certificate to the signing platform.
  • Place Fields: Add signature, date, and text fields for incorporators and witnesses.
  • Authenticate Signers: Choose authentication level (email, SMS, or stronger methods) to attribute signatures.
  • Export & File: Download signed PDF and submit to the Secretary of State per state process.

Typical digital workflow settings for e-filing the certificate

Configure these settings to match state requirements and to preserve a verifiable audit trail for the filing.

Field Configuration
Authentication Method Email or SMS code; KBA for higher assurance
Signature Order Sequential signing by incorporator then witness
Attachments Required Include bylaws or cover letter if state requires
Save Template Store a reusable template for subsequent filings

Technical requirements and supported formats

Ensure your signing platform supports required file types, integrations, and authentication methods before e-submitting.

  • File Formats: PDF, DOCX, and editable templates
  • Integrations: Salesforce, NetSuite, Google Workspace
  • Authentication: Email, SMS, KBA, SSO options

Confirm the state accepts the chosen file type and that exported signed PDFs include an audit trail for courts, banks, and regulators.

Timing considerations and expected processing

Processing varies by state and filing method; choose expedited filing if you need immediate corporate existence.

Standard Processing:

State processing 3–10 business days typically

Expedited Options:

Same-day or 24-hour for additional fee in many states

Effective Date Choice:

Select 'upon filing' or specify a future date

Post-Approval Tasks:

Apply for EIN and register for state taxes promptly

Recordkeeping:

Keep certified copy with corporate records after filing

Common mistakes that delay or invalidate a filing

  • Using an unavailable or noncompliant corporate name that the state rejects and requires re-filing with a different name.
  • Failing to list a physical registered agent address in the state, resulting in rejection or returned mail for official notices.
  • Entering inconsistent incorporator or signature names that do not match IDs or organizational records, triggering acceptance issues.
  • Omitting required language for authorized shares or corporate purpose that certain states expect for acceptance.

Legal and administrative risks of incorrect filing

Filing Rejection: Delay or refusal to form
State Fines: Late fees or penalties
Tax Consequences: Incorrect tax registration risk
Loss of Liability Shield: Improper formation may affect veil
Invalid Contracts: Third-party reliance issues
Re-filing Costs: Additional fees and attorney time

Cost comparison for eSignature vendors commonly used with incorporation documents

Below is a concise vendor comparison focused on starting price, trial availability, bulk send, audit trail, HIPAA coverage, and envelope limits.

signNow DocuSign Adobe Sign PandaDoc HelloSign
Starting Price $8/user/mo $15/user/mo $14/user/mo $19/user/mo $15/user/mo
Free Trial 7-day trial Varies by plan Varies by plan Varies by plan Varies by plan
Bulk Send Yes Yes Yes Yes No
Audit Trail Yes Yes Yes Yes Yes
HIPAA Compliant Yes Yes Yes No No
Envelope Cap No envelope cap 100 envelopes/user/year Varies by plan Varies by plan Varies by plan

Frequently asked questions about Certificates of Incorporation

Answers to common formation questions, signature validity, and post-filing steps for new corporations.


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