Delaware Articles of Incorporation: Definition, Purpose

What are Delaware Articles of Incorporation?

Articles of incorporation, referred to as a “Certificate of Incorporation” in Delaware, is the legal document that must be filed to incorporate a business. Articles of incorporation are filed with the Delaware Secretary of State, and once approved, you can operate your company as a corporation.

A corporation is just one way to structure a new business, but this type of entity is very popular, especially in Delaware, due to the benefits it offers owners and shareholders. Some of these benefits include:

1. Limited liability protection. Corporations are separate legal entities from the shareholders, directors, and officers who run the company. This means that if the business is involved in litigation, a bankruptcy, or debt collection, the personal assets of those running the company are protected. The only exceptions to limited liability protection are when damages occur due to personal liability for your own negligence or malpractice.
2. Tax benefits. Delaware is well-known for lenient corporate taxes which attracts a lot of corporations to the state. When a business is registered in Delaware but does not do business in Delaware, they do not pay corporate income taxes. In addition, Delaware doesn’t have a sales tax, investment income taxes, inheritance taxes, or personal property taxes.
3. Business security. The ownership of a corporation is structured around percentage of stock ownership. This means that transferring ownership of and ensuring the longevity of the business is easier than with other business entities.
4. Access to capital. Corporations have more access to funding than any other business entity because most corporations sell shares of the company to the public. This provides the opportunity to grow the business as well as save the business in cases of financial difficulties.

The main purpose of a certificate of incorporation is to prove that the company exists so that it can operate legally. After filing the certificate of incorporation, business owners can request a tax identification number, open business bank accounts, and apply for professional licenses and permits necessary for operation.

How Do I Find Articles of Incorporation in Delaware?

Articles of incorporation are an important document because it proves that your company legally exists. It is important to keep this certificate in a safe place because it is often needed by banks when applying for loans or other types of funding.

If you have misplaced your company’s articles of incorporation, it is possible to order a new copy by submitting a request to the Division of Corporations. When ordering copies of corporate documents you have two options:

1. Short Form Certificate of Status. This form shows the entity name and the status of the company at the time the certificate is issued. This form is often accepted by banks as proof of existence of a corporation.
2. Long Form Certificate of Good Standing. This order provides you with all of the state documents that have been filed for the company including any name changes, status, and certificate of organization.

Requests can be uploaded online or sent through regular mail and a filing fee must be paid to receive your corporate documents.

Does Delaware Require Articles of Incorporation?

Yes. Delaware requires articles of incorporation for any business that wishes to operate as a corporation. Delaware also requires a Certification Cover Memo to be filed along with the articles of incorporation. Until a company’s articles are approved by the secretary of state, they cannot legally operate in Delaware.

Are Delaware Articles of Incorporation Public?

Yes. Certificates of incorporation in Delaware are public documents. The Division of Corporations allows users to search a database of every corporation in Delaware. The search results will show basic corporation information like the entity name, incorporation date, and address. If you wish to view the company’s corporate documents like certificate of organization, you will have to pay a fee to download the files.

Delaware Articles of Incorporation Example

[Your Company Name]

CERTIFICATE OF INCORPORATION

OF

[YOUR COMPANY NAME]

A Delaware For-Profit Corporation

I. NAME

The name of this corporation is [Your Company Name].

II. REGISTERED OFFICE AND AGENT

The address of the corporation's registered office in the State of Delaware is:

[Registered Office Street Address] [City, County, Zip Code] Delaware

The name of its registered agent at that address is [Registered Agent's Name].

III. PURPOSE

The purpose of this corporation is to engage in any lawful act or activity for which corporations may be organized under the General Corporation Law of Delaware.

IV. AUTHORIZED SHARES

The total number of shares of stock that this corporation is authorized to issue is [Total Number of Shares], which shall be divided into two classes, designated as "Common Stock" and "Preferred Stock." The number of shares of Common Stock authorized is [Number of Common Shares], and the number of shares of Preferred Stock authorized is [Number of Preferred Shares].

A. Common Stock

1. Voting Rights: Each holder of Common Stock shall be entitled to one vote for each share of Common Stock held on all matters submitted to a vote of shareholders.

B. Preferred Stock

1. The Preferred Stock may be issued in one or more series, each with such designation, rights, preferences, and limitations as the Board of Directors may determine by resolution. The Board of Directors is expressly granted the authority to determine and alter the rights, preferences, privileges, and restrictions granted to or imposed upon any wholly unissued series of Preferred Stock.

V. INCORPORATOR

The name and mailing address of the incorporator are:

[Incorporator's Name] [Incorporator's Street Address] [City, State, Zip Code]

IN WITNESS WHEREOF, the undersigned, being the incorporator hereinbefore named, has executed this Certificate of Incorporation on this [Day] day of [Month], [Year].

[Incorporator's Name]

[Note: This is a basic example of a Certificate of Incorporation for a for-profit business in Delaware. Depending on the specific circumstances and requirements of your company, additional provisions may need to be included. It is always recommended to consult with an attorney or other qualified professional to ensure your Certificate of Incorporation complies with all applicable laws and regulations.]

How Do I Fill Out Articles of Incorporation in Delaware?

Articles of incorporation will vary based on the company size, type, and purpose. Before filling out articles of incorporation, you must determine what type of corporation you are establishing.

1. Stock Corporation. A for-profit corporation with the primary goal of earning a profit. This is the most common type of corporation. When preparing articles of incorporation using state forms, you can choose articles with or without a clause defining director liability.
2. Public Benefit Corporation. A corporation created by a government like a library or a public transit system.
3. Non-Stock Corporation. A corporation that does not issue shares of stock. Examples include labor organizations and recreational clubs.
4. Non-Profit Corporation. A corporation formed for the purpose of a collective public benefit not generating a profit.
5. Close Corporation. A corporation with a limited number of shareholders that does not sell stock on the public market.

Once you have determined the type of corporation, you can use a template provided by the Division of corporations to fill out the articles of incorporation. It is important to note that these templates only include the bare minimum information required by Delaware law. Depending on your business, you may need to add additional provisions.

The following information will need to be provided for a certificate of organization:

• Corporate name. The name of your Delaware corporation must be unique and distinguishable from other registered businesses. It must also include a corporate designator like “Corporation” or “Inc.” in the name.
• Registered office and registered agent. The address of the principal place of business and the name of the person who will accept legal documents on behalf of the corporation.
• Business purpose. The template provided has this section pre-filled out say “to engage in lawful business in Delaware”. If you choose to draft your own articles of information, you can elaborate in this section.
• Stocks. The total amount of stocks the company is authorized to issue and the value of each share.
• Incorporator. The name and address of the person filing the articles of incorporation. This person will also sign the articles.

While this template will work for most corporations, some businesses require additional documents or information. If you are unsure whether you must provide additional business information, you should consult with a knowledgeable attorney.

An attorney will assist you in drafting your articles of incorporation and ensure that you have met all legal requirements under Delaware law. If you make a mistake on your articles, it could cause significant delays in incorporating your business and additional fees.

How Do I Submit Articles of Incorporation in Delaware?

The Delaware Division of Corporations provides several options for submitting articles of incorporation.

1. Use the document upload service on the Division of Corporations website.
2. Mail your articles of incorporation with a cover memo to the Division of Corporations at the address found on the website.

All submissions must be accompanied by the filing fee, or it will not be processed.

Relevant Laws

• Delaware Code Title 8 (General Corporation Law)
• 8 Del. C. §102 (Contents of certificate of incorporation)
• 8 Del. C. § 103 (Execution, acknowledgment, filing, recording and effective date of original certificate of incorporation)
• 8 Del. C. §104 (Certificate of incorporation; definition)