Delaware Division of Corporations
401 Federal Street Suite 4
Dover, DE 19901
Ph: 302-739-3073
Certificate of Incorporation
for Stock Corporation
with Directors Liability Information
Dear Sir or Madam:
Enclosed please find a form for a Certificate of Incorporation for a Stock Corporation
to be filed in accordance with Section 102 of the General Corporation Law of the State of
Delaware; including the directors liability information permitted by statute. The fee to file the
Certificate is a minimum of $89; the authorized stock listed in the Certificate will affect the
filing fee and it could exceed the minimum fee. If the document is more than 1 page, you must
submit $9 for each additional page. You will receive a stamped “Filed” copy of the submitted
document. A certified copy may be requested for an additional $50. Expedited services are
available. Please contact our office concerning these fees or you may consult our fee chart at
. Please make the check payable to “Delaware Secretary of State”.
An Annual Report must be filed by the corporation by March 1 of each year
following the calendar year in which their Certificate of Incorporation becomes effective.
Franchise Taxes based on the stock listed in the Certificate of Incorporation are due at the
time of filing of the report. The fee to file the Annual Report is $50. Please contact the
Franchise Tax Section with any questions regarding the filing of the Annual Report or
payment of the Franchise Taxes.
For the convenience of processing your order in a timely manner, please include a
cover letter with your name, address and telephone/fax number to enable us to contact you
if necessary. Please make sure you thoroughly complete all information requested on this
form. It is important that the execution be legible, we request that you print or type the
name of the person signing under the signature line.
Thank you for choosing Delaware as your corporate home. Should you require further
assistance in this or any other matter, please don’t hesitate to call us at (302) 739-3073.
Department of State
Division of Corporations
rev. 10/16
Special Instructions Certificate of Incorporation for a Stock
Corporationincluding Directors Liability information
This form is to be used as a Template only. The following instructions
will help you in correctly completing your Incorporation Certificate. The
instructions are numbered to correspond with the article being
1. The name of the corporation exactly as you wish it to appear in
our records. Please visit our website to verify the availability of
the name. The name must include one of the following words:
association, company, corporation, club, foundation, fund,
incorporated, institute, society, union, syndicate, limited or one of
the abbreviations thereof.
2. List the name and street address of the registered agent located in
Delaware you are appointing to accept service of process for the
3. This is the general purpose clause as stated in Delaware statute;
no action required.
4. List the total number of authorized shares for the corporation and
the par value assigned to such stock.
5. List the name and mailing address of the Incorporator for the
corporation. Please note that the corporation itself cannot be the
6. Directors Liability statement; no action required.
Execution Block - The document must be signed by the Incorporator
listed in Article 5 of the document pursuant to Section 103 of Title
8. The name of the person must be typed or written legibly
underneath the signature.
This form contains the basic information required by statute; if you need
to add additional information permitted by statute you may draft a new
document. Please feel free to call our office at 302-739-3073 for
assistance in completing this form.
Delaware Division of Corporations
The undersigned Incorporator hereby certifies as follows:
1. The name of the Corporation is ________________________________________
2. The Registered Office of the corporation in the State of Delaware is located at
in the City of ____________________________, County of ____________________
Zip Code__________________. The name of the Registered Agent at such address upon
whom process against this corporation may be served is___________________________
3. 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.
4. The total amount of stock this corporation is authorized to issue is
______________________shares (number of authorized shares) with a par value of
$___________________ per share.
5. The name and mailing address of the incorporator are as follows:
Mailing Address____________________________________________________
____________________________________ Zip Code_________
6. No director shall be personally liable to the Corporation or its stockholders for
monetary damages for any breach of fiduciary duty by such director as a director.
Notwithstanding the foregoing sentence, a director shall be liable to the extent provided by
applicable law, (i) for breach of the director’s duty of loyalty to the Corporation or its
stockholders, (ii) for acts or omissions not in good faith or which involve intentional
misconduct or a knowing violation of the law, (iii) pursuant to Section 174 of the Delaware
General Corporation Law or (iv) for any transaction from which the director derived an
improper personal benefit. No amendment to or repeal of this Article Sixth shall apply to
or have any effect on the liability or alleged liability of any director of the Corporation for
or with respect to any acts or omissions of such director occurring prior to such
Print or Type