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.
This document is part of the Start-Up Forms Library provided by Orrick's Emerging Companies Group, which can be found at: http://www.orrick.com/practices/corporate/emerg...
CERTIFICATE OF INCORPORATION
The name of the corporation is Company Name (the "Corporation").
The address of the Corporation’s registered office in the State of Delaware is Street, in the City of City County of County, Zip Code Zip Code. The name of its registered agent at such address is Registered Agent Name.
The purpose of the Corporation is to engage in any lawful act or activity for which corporations may be organized under the General Corporation Law of Delaware.
The aggregate number of shares which the Corporation shall have authority to issue is Aggregate Number (in text) (Aggregate Number (in numerical form e.g. "300")) shares of capital stock all of which shall be designated “Common Stock” and have a par value of $0.00001 per share.
In furtherance of and not in limitation of the powers conferred by the laws of the State of Delaware, the Board of Directors of the Corporation is expressly authorized to make, amend or repeal Bylaws of the Corporation.
The business and affairs of the Corporation shall be managed by or under the direction of the Board of Directors. Elections of directors need not be by written ballot unless otherwise provided in the Bylaws of the Corporation.
(A) To the fullest extent permitted by the General Corporation Law of Delaware, as the same exists or as may hereafter be amended, a director of the Corporation shall not be personally liable to the Corporation or its stockholders for monetary damages for breach of fiduciary duty as a director.
(B) The Corporation shall indemnify to the fullest extent permitted by law any person made or threatened to be made a party to an action or proceeding, whether criminal, civil, administrative or investigative, by reason of the fact that he, his testator or intestate was a director or officer of the Corporation or any predecessor of the Corporation, or serves or served at any other enterprise as a director or officer at the request of the Corporation or any predecessor to the Corporation.
(C) Neither any amendment nor repeal of this Article VII, nor the adoption of any provision of the Corporation’s Certificate of Incorporation inconsistent with this Article VII, shall eliminate or reduce the effect of this Article VII in respect of any matter occurring, or any action or proceeding accruing or arising or that, but for this Article VII, would accrue or arise, prior to such amendment, repeal or adoption of an inconsistent provision.
The name and mailing address of the incorporator are as follows:
c/o Law Firm Name
Address Line 1
City, State Zip Code
Executed on Date.
Incorporator Name, Incorporator