Filing of the Certificate of Incorporation (the “Certificate”) with the Secretary of State establishes the existence of a corporation. Only a few items must be included in the Certificate to make it effective. These include the name of the corporation, a brief description of the purpose of the corporation (which is generally a broad statement that the corporation may engage in any lawful activity for which corporations may be organized under the Delaware corporate code), and the authorized capital of the corporation. Delaware requires the name of a “registered agent” for the corporation, the address of the corporation’s “registered office” in Delaware, and name and address of the corporation’s incorporator (i.e., the person filing the Certificate).
While the corporation’s initial authorized capital can be changed by amendment of the Certificate, it is prudent to authorize a number of shares of capital stock sufficient to cover not only the shares to be issued to the founders but also shares to be issued to prospective employees and investors.
The Certificate must also include provisions relating to indemnification of directors, officers, employees and other agents and limitation of the liability of directors with respect to certain matters.