Articles of Incorporation - Delaware

CERTIFICATE OF INCORPORATION

OF [CORPORATION NAME], INC.

The undersigned incorporator, for the purpose of forming a corporation under the Delaware General Corporation Law (the "DGCL"), adopts the following Certificate of Incorporation.

ARTICLE I — NAME

The name of the corporation is [CORPORATION NAME], Inc. (the "Corporation").

ARTICLE II — REGISTERED OFFICE AND REGISTERED AGENT

The address of the Corporation's registered office in the State of Delaware is [STREET ADDRESS, CITY, COUNTY, DELAWARE ZIP CODE]. The name of the Corporation's registered agent at that address is [REGISTERED AGENT NAME].

ARTICLE III — PURPOSE

The purpose of the Corporation is to engage in any lawful act or activity for which corporations may be organized under the DGCL.

ARTICLE IV — CAPITAL STOCK

4.1 Authorized Stock

The total number of shares of stock that the Corporation has authority to issue is [TOTAL AUTHORIZED SHARES] shares of Common Stock, par value $[PAR VALUE] per share.

4.2 No Preemptive Rights

No stockholder shall have any preemptive right by virtue of holding stock of the Corporation to subscribe for an additional issue of stock or any security convertible into stock, except to the extent expressly granted in this Certificate of Incorporation or an amendment to it. This Article does not limit a subscription or participation right separately granted by written agreement.

ARTICLE V — BOARD OF DIRECTORS

5.1 Management

The business and affairs of the Corporation shall be managed by or under the direction of its Board of Directors, except as otherwise provided by the DGCL or this Certificate of Incorporation.

5.2 Number and Terms

The Board of Directors shall consist of one or more natural persons. The number of directors shall be fixed by, or in the manner provided in, the Bylaws unless this Certificate of Incorporation is amended to fix the number. Each director shall hold office until a successor is elected and qualified or until the director's earlier resignation or removal.

5.3 Vacancies

Vacancies and newly created directorships shall be filled in the manner provided by the DGCL and the Bylaws, subject to any valid provision of this Certificate of Incorporation.

ARTICLE VI — LIMITATION OF LIABILITY

6.1 Directors

To the fullest extent permitted by 8 Del. C. § 102(b)(7), 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. This provision does not eliminate or limit liability for:

1. a breach of the director's duty of loyalty to the Corporation or its stockholders;
2. acts or omissions not in good faith or involving intentional misconduct or a knowing violation of law;
3. liability under 8 Del. C. § 174; or
4. a transaction from which the director derived an improper personal benefit.

6.2 Officers

To the fullest extent permitted by 8 Del. C. § 102(b)(7), an officer who is within the class of officers covered by that section shall not be personally liable to the Corporation or its stockholders for monetary damages for breach of fiduciary duty as an officer. This provision does not eliminate or limit liability for:

1. a breach of the officer's duty of loyalty to the Corporation or its stockholders;
2. acts or omissions not in good faith or involving intentional misconduct or a knowing violation of law;
3. a transaction from which the officer derived an improper personal benefit; or
4. an action by or in the right of the Corporation.

6.3 Changes in Law

If the DGCL is amended to authorize further elimination or limitation of liability, the liability of a director or covered officer shall be eliminated or limited to the fullest extent then permitted. No amendment, repeal, or elimination of this Article shall adversely affect any protection with respect to an act or omission occurring before that change, except to the extent permitted by the provision in effect when the act or omission occurred.

ARTICLE VII — INDEMNIFICATION AND ADVANCEMENT

7.1 Indemnification

The Corporation shall indemnify each person who is or was a director or officer of the Corporation to the fullest extent permitted by the DGCL, including when that person serves or served at the request of the Corporation in a covered capacity for another enterprise.

7.2 Advancement

The Corporation shall advance expenses, including attorneys' fees, incurred by a director or officer in defending a civil, criminal, administrative, or investigative action, suit, or proceeding before its final disposition, upon receipt of an undertaking by or on behalf of that person to repay the amounts advanced if it is ultimately determined that the person is not entitled to indemnification.

7.3 Non-Exclusivity; Continuation

The rights provided by this Article are not exclusive of any other rights available under the DGCL, the Bylaws, an agreement, a vote of stockholders or disinterested directors, or otherwise. Unless otherwise provided when authorized or ratified, these rights continue after a person ceases to serve and inure to the benefit of that person's heirs, executors, and administrators.

7.4 Insurance

The Corporation may purchase and maintain insurance on behalf of any person to the extent authorized by 8 Del. C. § 145(g).

ARTICLE VIII — OPTIONAL SECTION 203 OPT-OUT

The Corporation expressly elects not to be governed by 8 Del. C. § 203.

ARTICLE IX — EXCLUSIVE DELAWARE FORUM

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 any internal corporate claim, as defined in 8 Del. C. § 115. If the Court of Chancery lacks subject-matter jurisdiction, the sole and exclusive forum shall be another court in the State of Delaware that has jurisdiction over the claim. Nothing in this Article prohibits a claim from being brought in a court in the State of Delaware that has jurisdiction over it.

ARTICLE X — AMENDMENTS

The Corporation reserves the right to amend, alter, change, or repeal any provision of this Certificate of Incorporation in the manner prescribed by the DGCL. All rights conferred on stockholders are subject to this reservation.

ARTICLE XI — INCORPORATOR

The name and mailing address of the incorporator are:

Name: [INCORPORATOR NAME]
Mailing Address: [STREET ADDRESS, CITY, STATE ZIP CODE]

ARTICLE XII — EFFECTIVE TIME

This Certificate of Incorporation shall become effective [UPON FILING WITH THE DELAWARE SECRETARY OF STATE / AT [TIME] ON [DATE]].

EXECUTION

IN WITNESS WHEREOF, the undersigned incorporator has executed this Certificate of Incorporation on [DATE]. The signature below constitutes the incorporator's acknowledgment, under penalties of perjury, that this instrument is the incorporator's act and deed and that the facts stated in it are true.

____________________________________
[INCORPORATOR NAME], Incorporator

SOURCES AND REFERENCES

• Delaware Code, Title 8, Chapter 1, Subchapter I — formation, certificate contents, execution, and forum provisions
• Delaware Code, Title 8, Chapter 1, Subchapter III — registered office and registered agent
• Delaware Code, Title 8, Chapter 1, Subchapter IV — directors, officers, indemnification, and advancement
• Delaware Code, Title 8, Chapter 1, Subchapter V — stock and dividends
• Delaware Code, Title 8, Chapter 1, Subchapter VI — stock transfers and § 203
• Delaware Code, Title 8, Chapter 1, Subchapter VII — meetings, elections, voting, notice, and vacancies
• Delaware Division of Corporations — How to Form a New Business Entity
• Delaware Senate Bill 95 (2025) — amendments to 8 Del. C. §§ 102(f), 103, 109, and 115