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STATE OF [STATE]

CERTIFICATE OF INCORPORATION

OF

[CORPORATION NAME], INC.

(A [State] Corporation)

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The undersigned, acting as incorporator(s) of a corporation under the [STATE] [General Corporation Law / Business Corporation Act], adopts the following Certificate of Incorporation (or Articles of Incorporation) for such corporation:

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ARTICLE I - NAME

The name of the corporation is:

[CORPORATION NAME], INC.

[// GUIDANCE (Delaware): The name must contain one of the following: "association," "company," "corporation," "club," "foundation," "fund," "incorporated," "institute," "society," "union," "syndicate," or abbreviations thereof (e.g., "Inc." or "Corp."). 8 Del. C. Section 102(a)(1).]

[// GUIDANCE (MBCA): The name must contain "corporation," "incorporated," "company," "limited," or an abbreviation thereof. MBCA Section 4.01.]

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ARTICLE II - REGISTERED OFFICE AND REGISTERED AGENT

The address of the registered office of the corporation in the State of [STATE] is:

[STREET ADDRESS]
[CITY], [STATE] [ZIP CODE]
County of [COUNTY]

The name of the registered agent at such address is:

[REGISTERED AGENT NAME]

[// GUIDANCE (Delaware): 8 Del. C. Section 102(a)(2) requires the address of the registered office and name of the registered agent. The agent must be available during business hours to receive service of process.]

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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 [STATE] General Corporation Law (or applicable state statute).

[// GUIDANCE (Delaware): 8 Del. C. Section 102(a)(3) requires a statement of purpose. A broad, general purpose clause is standard and recommended to provide maximum flexibility.]

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ARTICLE IV - AUTHORIZED CAPITAL STOCK

Section 4.1 Authorized Shares

The total number of shares of stock which the corporation shall have authority to issue is [TOTAL SHARES] shares, consisting of:

Class	Number of Shares	Par Value
Common Stock	[NUMBER] shares	$[0.0001 / 0.001 / 0.01] per share
[Preferred Stock]	[NUMBER] shares	$[0.0001 / 0.001 / 0.01] per share

[// GUIDANCE (Delaware): Delaware franchise tax is calculated based on authorized shares or assumed par value capital. Low par value (e.g., $0.0001) can minimize franchise tax. Common initial authorizations for startups: 10,000,000 shares of Common Stock.]

[// GUIDANCE (MBCA): MBCA permits shares with or without par value. Many MBCA states have eliminated par value requirements.]

Section 4.2 Common Stock

The holders of Common Stock shall be entitled to one vote per share on all matters submitted to a vote of stockholders. Subject to the rights of any outstanding Preferred Stock, holders of Common Stock shall be entitled to receive such dividends as may be declared by the Board of Directors out of funds legally available therefor.

Section 4.3 Preferred Stock (Blank Check Provision)

☐ Blank Check Preferred Stock Authorized:

The Board of Directors is hereby expressly authorized, by resolution or resolutions, to provide for the issuance of shares of Preferred Stock in one or more series, and to fix the designations, powers, preferences, and relative, participating, optional or other special rights, and qualifications, limitations or restrictions thereof, including but not limited to:

(a) The designation of such series;
(b) The number of shares constituting such series;
(c) Dividend rights and rates;
(d) Redemption rights and prices;
(e) Liquidation preferences;
(f) Sinking fund requirements;
(g) Conversion rights;
(h) Voting rights; and
(i) Such other rights, preferences, and limitations as the Board of Directors may determine.

[// GUIDANCE (Delaware): 8 Del. C. Section 102(a)(4) permits "blank check" preferred stock, allowing the Board to create series of preferred stock without stockholder approval. This is standard for startups anticipating venture financing.]

☐ No Preferred Stock Authorized:

The corporation is authorized to issue only Common Stock as set forth above.

Section 4.4 No Preemptive Rights

No holder of any shares of stock of the corporation shall have any preemptive or preferential right to acquire or subscribe for any shares of any class, whether now or hereafter authorized, or any securities convertible into or carrying a right to subscribe to or acquire shares.

[// GUIDANCE: Eliminating preemptive rights is standard for most corporations, especially those anticipating venture financing or public offerings.]

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ARTICLE V - INCORPORATOR

The name and mailing address of the incorporator is:

Name: [INCORPORATOR NAME]
Address: [INCORPORATOR ADDRESS]

[// GUIDANCE (Delaware): 8 Del. C. Section 101 requires at least one incorporator who is a natural person, partnership, association, or corporation.]

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ARTICLE VI - BOARD OF DIRECTORS

Section 6.1 Powers

The business and affairs of the corporation shall be managed by or under the direction of the Board of Directors.

Section 6.2 Number of Directors

The number of directors constituting the Board of Directors shall be fixed from time to time by the Board of Directors in the manner provided in the Bylaws.

Section 6.3 Election of Directors

Elections of directors need not be by written ballot unless required by the Bylaws.

Section 6.4 Initial Directors (Optional)

☐ Initial Directors Named:

The names and addresses of the persons who are to serve as initial directors until the first annual meeting of stockholders or until their successors are elected and qualified are:

Name	Address
[DIRECTOR 1]	[ADDRESS]
[DIRECTOR 2]	[ADDRESS]
[DIRECTOR 3]	[ADDRESS]

☐ Initial Directors Not Named: The initial directors shall be elected by the incorporator(s) at the organizational meeting.

[// GUIDANCE (Delaware): 8 Del. C. Section 102(a)(6) permits (but does not require) naming initial directors in the Certificate.]

Section 6.5 Classified Board (Optional)

☐ Classified Board: The Board of Directors shall be divided into [two / three] classes, as nearly equal in number as possible. The terms of office of the classes shall be staggered, with one class elected each year for a term of [two / three] years.

☐ No Classified Board: All directors shall be elected annually for one-year terms.

[// GUIDANCE: Classified boards provide board stability and continuity but may be disfavored by some investors. Startup companies typically begin with annual elections and may implement a classified board later.]

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ARTICLE VII - LIMITATION OF DIRECTOR AND OFFICER LIABILITY

To the fullest extent permitted by the [STATE] General Corporation Law as it now exists or may hereafter be amended, no director or officer of the corporation shall be personally liable to the corporation or its stockholders for monetary damages for breach of fiduciary duty as a director or officer, except for liability:

(a) For any breach of the director's or officer's duty of loyalty to the corporation or its stockholders;

(b) For acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law;

(c) Under Section 174 of the Delaware General Corporation Law (or equivalent state provision); or

(d) For any transaction from which the director or officer derived an improper personal benefit.

If the [STATE] General Corporation Law is amended after the date hereof to authorize corporate action further eliminating or limiting the personal liability of directors or officers, then the liability of a director or officer of the corporation shall be eliminated or limited to the fullest extent permitted by the [STATE] General Corporation Law, as so amended.

Any repeal or modification of this Article VII shall not adversely affect any right or protection of a director or officer existing at the time of such repeal or modification.

[// GUIDANCE (Delaware): 8 Del. C. Section 102(b)(7) permits exculpation of directors and (since 2022) officers for monetary damages, with certain exceptions. This provision is standard and strongly recommended.]

[// GUIDANCE (MBCA): MBCA Section 2.02(b)(4) permits similar exculpation provisions.]

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ARTICLE VIII - INDEMNIFICATION

Section 8.1 Right to Indemnification

The corporation shall indemnify, to the fullest extent permitted by applicable law, any person who was or is a party or is threatened to be made a party to any threatened, pending, or completed action, suit, or proceeding, whether civil, criminal, administrative, or investigative, by reason of the fact that such person is or was a director or officer of the corporation, or is or was serving at the request of the corporation as a director, officer, employee, or agent of another corporation, partnership, joint venture, trust, or other enterprise, against expenses (including attorneys' fees), judgments, fines, and amounts paid in settlement actually and reasonably incurred by such person in connection with such proceeding.

Section 8.2 Advancement of Expenses

The corporation shall advance expenses to any person entitled to indemnification under this Article VIII in advance of the final disposition of any proceeding, upon receipt of an undertaking by or on behalf of such person to repay such amounts if it shall ultimately be determined that such person is not entitled to be indemnified.

Section 8.3 Non-Exclusivity

The rights to indemnification and advancement of expenses provided by this Article VIII shall not be exclusive of any other rights to which a person may be entitled under any bylaw, agreement, vote of stockholders or disinterested directors, or otherwise.

[// GUIDANCE (Delaware): 8 Del. C. Section 145 authorizes indemnification. Including indemnification in the Certificate (in addition to the Bylaws) provides greater protection because Certificate amendments require stockholder approval.]

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ARTICLE IX - AMENDMENT OF CERTIFICATE AND BYLAWS

Section 9.1 Amendment of Certificate

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 law, and all rights conferred on stockholders are subject to this reservation.

Section 9.2 Amendment of Bylaws

In furtherance and not in limitation of the powers conferred by statute, the Board of Directors is expressly authorized to adopt, amend, or repeal the Bylaws of the corporation.

[// GUIDANCE (Delaware): 8 Del. C. Section 109 permits the Certificate to grant Bylaw amendment authority to the Board. Stockholders always retain the power to amend Bylaws.]

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ARTICLE X - ELECTION REGARDING DGCL SECTION 203 (DELAWARE ONLY)

☐ Opt In (Default): The corporation shall be governed by the provisions of Section 203 of the Delaware General Corporation Law.

☐ Opt Out: The corporation expressly elects not to be governed by Section 203 of the Delaware General Corporation Law.

[// GUIDANCE (Delaware): 8 Del. C. Section 203 provides anti-takeover protections by restricting business combinations with interested stockholders for three years. Venture-backed startups often opt out because Section 203 can interfere with financing and acquisition transactions.]

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ARTICLE XI - EXCLUSIVE FORUM (OPTIONAL)

Section 11.1 Delaware Forum

Unless the corporation consents in writing to the selection of an alternative forum, the Court of Chancery of the State of Delaware (or, if the Court of Chancery lacks subject matter jurisdiction, another state court of the State of Delaware or, if no state court of the State of Delaware has jurisdiction, the federal district court for the District of Delaware) shall, to the fullest extent permitted by law, be the sole and exclusive forum for:

(a) Any derivative action or proceeding brought on behalf of the corporation;

(b) Any action asserting a breach of fiduciary duty owed by any director, officer, employee, or agent of the corporation to the corporation or its stockholders;

(c) Any action asserting a claim arising pursuant to any provision of the Delaware General Corporation Law, this Certificate of Incorporation, or the Bylaws; or

(d) Any action asserting a claim governed by the internal affairs doctrine.

Section 11.2 Federal Forum for Securities Act Claims

Unless the corporation consents in writing to the selection of an alternative forum, the federal district courts of the United States shall, to the fullest extent permitted by law, be the sole and exclusive forum for the resolution of any complaint asserting a cause of action arising under the Securities Act of 1933.

Section 11.3 Consent to Jurisdiction

Any person or entity purchasing or otherwise acquiring or holding any interest in any security of the corporation shall be deemed to have notice of and consented to the provisions of this Article XI.

[// GUIDANCE (Delaware): 8 Del. C. Section 115 permits forum selection clauses. Federal forum provisions for Securities Act claims were upheld by the Delaware Supreme Court in Salzberg v. Sciabacucchi (2020).]

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ARTICLE XII - ADDITIONAL PROVISIONS (OPTIONAL)

[// GUIDANCE: Include any additional provisions permitted by state law, such as:
- Supermajority voting requirements
- Restrictions on stockholder action by written consent
- Restrictions on calling special stockholder meetings
- Cumulative voting provisions
- Specific business purposes or restrictions]

☐ No Action by Written Consent:

Any action required or permitted to be taken by the stockholders of the corporation must be taken at a duly called annual or special meeting of stockholders and may not be effected by any consent in writing by such stockholders.

☐ Supermajority Requirements:

[DESCRIBE ANY SUPERMAJORITY VOTING REQUIREMENTS]

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EXECUTION

IN WITNESS WHEREOF, the undersigned incorporator has executed this Certificate of Incorporation on [DATE].

_________________________________________
[INCORPORATOR NAME]
Incorporator

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FILING INFORMATION

DELAWARE

Filing Office:
Delaware Division of Corporations
John G. Townsend Building
401 Federal Street, Suite 4
Dover, DE 19901
Website: https://corp.delaware.gov

Filing Fee: $89 minimum (plus additional fees based on authorized shares)

Processing Time:
- Standard: 3-5 business days
- 24-hour expedited: Additional fee
- Same-day: Additional fee

Online Filing: Available through Delaware Division of Corporations website

Franchise Tax: Due March 1 annually (minimum $175 for most small corporations; calculated based on authorized shares or assumed par value method)

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POST-FILING CHECKLIST

After filing, complete the following:

☐ Obtain certified copy of filed Certificate
☐ Hold organizational meeting of directors (or incorporator)
☐ Adopt Bylaws
☐ Elect officers
☐ Approve form of stock certificate (or authorize uncertificated shares)
☐ Authorize issuance of shares
☐ Obtain EIN from IRS
☐ Open corporate bank account
☐ Issue shares to founders (consider 83(b) elections for restricted stock)
☐ File Section 83(b) elections within 30 days (if applicable)
☐ Adopt equity incentive plan (if applicable)
☐ Enter into founder agreements (IP assignment, etc.)
☐ Qualify to do business in other states (if applicable)
☐ Obtain required business licenses and permits
☐ File initial report / statement of information (if required by state)
☐ Set up corporate records / minute book

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[END OF DOCUMENT]