Skip to main content
The certificate of incorporation is the primary legal document that creates your corporation. Filed with your state’s Secretary of State, it establishes your company’s existence and defines its fundamental characteristics.

​
What is a certificate of incorporation?

A certificate of incorporation is the document you file with the state to legally create your corporation:
Also called “articles of incorporation” or “corporate charter” in some states. In Delaware, the official term is “certificate of incorporation.”

​
Purpose and importance

The certificate of incorporation:
  • Creates legal existence: Your corporation doesn’t exist until the state accepts this filing
  • Establishes basic structure: Defines authorized shares, classes of stock, and fundamental rights
  • Protects liability: Creates the corporate entity that shields founders from personal liability
  • Enables fundraising: Required before issuing stock to founders or investors

​
What’s included in the certificate?

Certificates of incorporation are deliberately brief, containing only essential information:
Your corporation’s legal name, which must:
  • Include “Corporation,” “Incorporated,” “Company,” or an abbreviation (Corp., Inc., Co.)
  • Be distinguishable from existing corporations in the state
  • Comply with trademark laws
Example: “Acme Technologies, Inc.”
The official contact for legal documents:
  • Name and address of registered agent in the state
  • Must be available during business hours
  • Can be an individual or professional service
Most companies use registered agent services ($50-300/year) rather than founders.
Statement of what the corporation can do:
  • Most use broad language: “to engage in any lawful act or activity”
  • Rarely limits actual business activities
  • Provides maximum flexibility for pivot or expansion
You don’t need to specifically describe your business.
The maximum number of shares the corporation can issue:
  • Common stock: Typically 10-15 million shares authorized
  • Preferred stock: Often 5-10 million shares authorized
  • Par value: Usually 0.00001or0.00001 or 0.0001 per share
Authorizing shares doesn’t mean you issue them all immediately.
Name and address of person filing the certificate:
  • Can be anyone (often an attorney or founder)
  • Role ends once initial directors are appointed
  • Not necessarily a founder or ongoing participant
Delaware certificates are intentionally minimal. Detailed provisions go in bylaws and stockholder agreements, which are easier to amend.

​
Initial vs. amended and restated certificate

Corporations typically have different certificates over time:

​
Initial certificate of incorporation

Filed at formation, contains basic information:
1

File with state

Submit certificate with filing fee to create corporation
2

Issue founder stock

Use initial simple structure for founder common stock
3

Operate until fundraising

Initial certificate works for early operations

​
Amended and restated certificate

Replaced when raising investment:
1

Add preferred stock terms

Define new class of preferred stock for investors
2

Include protective provisions

Add investor consent rights and preferences
3

Update authorized shares

Increase if needed to accommodate new issuances
4

Combine all amendments

Create single clean document incorporating all changes
Amending your certificate requires stockholder approval (and sometimes board approval). Plan authorized shares generously at formation to avoid frequent amendments.

​
Common stock structure at formation

Typical initial certificate provisions for startups: 
Authorized Shares:
- Common Stock: 10,000,000 shares, $0.0001 par value
- Preferred Stock: 5,000,000 shares, $0.0001 par value

​
Why these numbers?

  • 10 million common shares: Enough for founders, employees, and option pool
  • 5 million preferred shares: Room for multiple financing rounds
  • $0.0001 par value: Minimal par value reduces franchise tax
You might initially issue only 6-8 million common shares to founders and option pool, reserving the rest for future needs.

​
Series Seed restated certificate

When raising a seed round, you’ll file an amended and restated certificate adding preferred stock terms:

​
Key provisions added

The Series Seed format includes:

Liquidation preference

Preferred investors get 1x their investment back first

Conversion rights

Preferred converts to common (typically 1:1 initially)

Voting rights

Vote on as-converted basis with common stockholders

Protective provisions

Require preferred approval for major decisions

​
Standard template sources

Several organizations provide template restated certificates:

​
Preferred stock protective provisions

Amended certificates typically require investor approval for:
  • Altering preferred stock rights
  • Increasing or decreasing authorized shares
  • Creating new stock classes senior to preferred
  • Declaring dividends or repurchasing stock
  • Increasing or decreasing board size
  • Liquidating or selling the company
These provisions protect investors but can slow decision-making. Negotiate carefully during financing.

​
Filing process

How to file your certificate of incorporation:
1

Prepare document

Draft certificate with all required informationUse templates from your formation service, attorney, or sources above
2

Check name availability

Verify your company name is available in the stateDelaware: Check at corp.delaware.gov
3

Obtain registered agent

Arrange for registered agent before filingCan’t file without registered agent address
4

Submit to Secretary of State

File online or by mail with required feeDelaware: 89basefee+89 base fee + 50 for same-day processing
5

Receive stamped certificate

State returns filed certificate with stamp and dateThis is your proof of incorporation

​
Delaware filing details

  • Website: Delaware Division of Corporations
  • Filing fee: 89(standard)or89 (standard) or 89 + 50(same−day)or50 (same-day) or 89 + $100 (2-hour)
  • Processing time: 5-10 business days (standard), same day or 2 hours with expedite
  • Method: Online through Delaware.gov or mail to Dover office
Most startups pay for same-day processing ($139 total) to get incorporated quickly.

​
After filing the certificate

Once your certificate is filed, complete your incorporation:
1

Hold organizational meeting

Board of directors adopts bylaws and approves initial corporate actions
2

Issue stock to founders

Execute stock purchase agreements and issue shares authorized in certificate
3

Obtain EIN

Apply for federal tax ID number from IRS
4

Comply with securities laws

File any required state securities notices (Blue Sky filings)
Learn about bylaws →

​
Amending the certificate

You’ll need to amend when:
  • Raising investment (adding preferred stock series)
  • Increasing authorized shares
  • Changing company name
  • Altering fundamental rights or structure

​
Amendment process

1

Board approval

Board proposes amendment by resolution
2

Stockholder approval

Stockholders approve by required vote (often majority or 2/3)
3

File certificate of amendment

Submit amendment to Secretary of State with fee
4

Update records

Distribute amended certificate to stockholders
Some amendments require specific voting thresholds or consent from preferred stockholders. Check your certificate and any stockholder agreements.

​
Common mistakes to avoid

Problem: Need expensive amendment later to issue more stockSolution: Authorize 10-15 million common shares initially, even if only issuing 6-8 million
Problem: Missing legal notices because agent can’t be reachedSolution: Use professional registered agent service, not a founder’s home address
Problem: Limiting what your company can legally doSolution: Use standard broad purpose language
Problem: Increases Delaware franchise taxSolution: Use 0.0001or0.0001 or 0.00001 par value per share

​
Certificate vs. bylaws vs. stockholder agreement

Understand what goes where:
DocumentPurposeAmendmentsPublic?
CertificateCreates corporation, defines fundamental rightsRequires board + stockholder voteYes - filed with state
BylawsInternal operating rulesBoard vote (usually)No - internal document
Stockholder AgreementAgreements among stockholdersAll parties must agreeNo - private contract
Delaware practice: Keep certificate minimal, put detail in bylaws (easier to amend) and stockholder agreements (completely private).

Incorporation guide

Complete guide to incorporating your startup

Bylaws

Internal rules for corporate governance

Stock purchase agreements

Issuing stock after incorporation

Series Seed documents

Template for first equity financing

Build docs developers (and LLMs) love

Get started for freeTalk to us