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Templates
Certificate of Incorporation
The founding Delaware filing that legally creates the company — name, shares, registered agent, and governance baseline, on a single signature.
DOCX90 KB · 4 pages
Updated 2026-07-09
You should consult with a lawyer before relying on this document. The content in this template is for informational purposes and does not constitute legal advice.
When you need this
Use it the day you decide to incorporate. This is the document filed with the Delaware Secretary of State to create the entity — every other document (bylaws, stock purchase agreement, CIIA) sits on top of it.
- Required before any founder stock is issued, before any contract is signed under the company name, before any bank account is opened.
- When advisors or counsel ask ‘is the entity formed yet?’ and you can’t say yes.
- Any time you’re forming a Delaware C-corp to take outside investment — this is step one.
Worked example
Scenario
Two co-founders agree on equity splits and start hiring, but defer ‘the legal stuff’ until they raise capital. One year in they’re accruing IP, and answering diligence questions from a prospective investor — all without an entity.
Outcome
The company is formed retroactively and the team has to re-paper every IP and equity arrangement as if it had happened in the right order. The investor builds in extra diligence time and a representations carve-out. Filing this template at the start would have avoided legal clean-up, additional legals costs and delay.
Watch out for
- Wrong jurisdiction.Forming in your home state instead of Delaware is fine until you raise institutional money — most institutional investors like venture capital funds require incorporation in Delaware. Re-domesticating later is doable but costly.
- Missing or wrong registered agent.Without one, service-of-process and franchise-tax notices go nowhere; the state can void the corporation’s good standing.
- Naming conflicts.The chosen name has to clear Delaware’s database and any obvious federal trademark hits. Confirm both before filing — refiling under a new name can be costly.