Start-Up Forms: Corporate Formation

General Guidelines for Forms

As a general matter, you should not make substantive changes to any of the forms included in the Start-Up Forms Library without checking with your legal counsel. We are constantly improving and updating our forms to keep up with developments in the law and in what's "standard" in the market. As such, you should check here periodically to determine whether you have the latest forms available.

Incorporation Questionnaire

This form should be filled out completely. Ask your Orrick contact about any questions you may have, but try not to leave any blanks. There are a number of choices to be made as a threshold matter, such as choice of entity (corporation, LLC, partnership, etc.) and choice of jurisdiction (Delaware, California, etc.). These are questions you should discuss with an attorney.

Certificate of Incorporation

This document sets forth the Company’s initial authorized capitalization, among other things. This Certificate of Incorporation is appropriate for a typical start-up company – at the time of an initial public offering a number of changes should be considered.


The Bylaws provide the procedural mechanics required by Delaware law, including establishing the number of authorized directors. These Bylaws are appropriate for a typical start-up company – at the time of an initial public offering a number of changes should be considered.

Action by Written Consent of Incorporator

This document appoints the initial Board of Directors and adopts the Bylaws of the Company.

Initial Organizational Resolutions of the Board of Directors

This document completes the organization of the Company by appointing the Officers and authorizing the issuance of shares to the Stockholders, among other things.

SS-4 and Filing Instructions to Obtain an EIN

The IRS Web site allows you to obtain an employer identification number once the Company is incorporated.

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