Delaware Certificate of Incorporation

What Is a Delaware Certificate of Incorporation?

A Delaware certificate of incorporation is the document you file with the Delaware Division of Corporations to form a corporation in Delaware. Delaware uses this name for what most states call articles of incorporation. It must list the corporation's name, registered office and agent, purpose, authorized shares and par value, and each incorporator's name and mailing address. (Del. Code Ann. tit. 8, § 102)

These public records outline the basic facts about your corporation, which often include:

• Corporate name
• Principal office address
• Registered agent information
• Initial directors, where the state requires them
• Stock information

When to Use a Delaware Certificate of Incorporation

A Delaware certificate of incorporation is essential to establishing a corporation at the state level. Use it to do the following:

• Form a new corporation: This document officially creates your company as a distinct legal entity
• Register with the state: Filing is required to register your corporation with the Delaware Division of Corporations
• Define company structure: Your certificate outlines the basic structure of your corporation
• Protect personal assets: A properly maintained corporation can help shield personal assets from business liabilities
• Plan your tax approach: Forming a corporation is the first step toward choosing C corporation or S corporation tax treatment
• Comply with state law: Delaware sets specific requirements for forming a corporation, and your certificate helps you meet them
• Prepare for future growth: Well-drafted formation documents give your business room to expand

Delaware Certificate of Incorporation Requirements

Delaware sets its own rules for what your certificate must include, who can sign it, and what else you must file. These are the Delaware rules to know before you file.

What Must a Delaware Certificate of Incorporation Include?

Delaware requires your certificate to include the following:

• A corporate name that meets Delaware naming rules
• The address of the registered office in Delaware and the name of the registered agent at that address
• The nature of the business, which can be any lawful act or activity
• The total number of authorized shares and their par value, or a statement that the shares have no par value
• The name and mailing address of each incorporator
• The names and mailing addresses of the initial directors, if the incorporators' powers end when the certificate is filed

Who Can Sign and File a Delaware Certificate of Incorporation?

Any person, partnership, association, or corporation may incorporate in Delaware, regardless of where they live or were formed. You file your certificate with the Delaware Division of Corporations.

Does a Delaware Corporation Need a Registered Agent?

Delaware requires every corporation to have and maintain a registered agent in the state. Your certificate must give the registered office address and the agent's name.

What Else Is Required to File a Delaware Certificate of Incorporation?

Delaware has this additional requirement when you file:

• The certificate must be signed and acknowledged before it is filed.

These requirements reflect Delaware's corporation statutes, and some filings may call for more information.