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Charter Certificate Of Incorporation Template for United States

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Key Requirements PROMPT example:

Charter Certificate Of Incorporation

"I need a Charter Certificate of Incorporation for a Delaware-based technology startup with two classes of stock (common and preferred), planning to raise venture capital funding in March 2025, with specific provisions for board composition and investor rights."

Document background
The Charter Certificate of Incorporation is the foundational document required when establishing a corporation in the United States. It must be filed with the appropriate state authority (typically the Secretary of State) and contains essential information about the corporation's structure, purpose, and governance. This document is crucial for businesses seeking to incorporate, as it provides legal protection, establishes the corporation as a separate entity from its owners, and defines the basic framework for corporate operations. The certificate includes details about authorized shares, corporate purpose, registered agent, and initial directors, serving as the primary reference for the corporation's legal existence.
Suggested Sections

1. Article I - Corporate Name: Legal name of the corporation and any DBA names

2. Article II - Registered Office and Agent: Official address and registered agent details

3. Article III - Corporate Purpose: Statement of business purpose and permitted activities

4. Article IV - Capital Stock: Authorized shares, classes, and par value

5. Article V - Board of Directors: Initial directors and board structure

Optional Sections

1. Article VI - Preemptive Rights: Shareholders' rights to purchase new stock issuances. Include when offering shareholders first right to purchase new shares

2. Article VII - Amendments: Procedures for amending the certificate. Include when specific amendment procedures are desired

3. Article VIII - Liability Limitations: Director and officer liability protections. Include when additional protection for officers/directors is needed

Suggested Schedules

1. Schedule A - Initial Shareholders: List of initial shareholders and their holdings

2. Schedule B - Stock Rights and Restrictions: Detailed terms of different stock classes

3. Appendix 1 - Initial Board Resolutions: First organizational resolutions of the board

Authors

Alex Denne

Head of Growth (Open Source Law) @ tiktok³ÉÈ˰æ | 3 x UCL-Certified in Contract Law & Drafting | 4+ Years Managing 1M+ Legal Documents | Serial Founder & Legal AI Author

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Industries

Delaware General Corporation Law: Primary corporate law statute if incorporating in Delaware, covering formation, operation, and governance of corporations

Securities Act of 1933: Federal law governing initial public offerings and securities registration requirements

Securities Exchange Act of 1934: Federal law regulating secondary trading of securities and establishing SEC oversight

Internal Revenue Code: Federal tax regulations affecting corporate structure and operations

State Corporation Laws: State-specific laws governing corporation formation and operation in respective jurisdictions

State Business Corporation Acts: Comprehensive state legislation detailing requirements for corporate governance and operations

Blue Sky Laws: State-specific securities laws regulating the offering and sale of securities

SEC Regulations: Federal regulatory requirements for public companies and securities offerings

Secretary of State Requirements: State-specific filing and reporting requirements for corporation registration

IRS Corporate Requirements: Federal tax registration and reporting requirements for corporations

Corporate Name Provisions: Legal requirements for corporate name selection and registration

Registered Agent Requirements: Legal requirements for maintaining a registered agent and office

Stock Structure Regulations: Rules governing authorized shares, classes of stock, and stock rights

Corporate Purpose Requirements: Legal framework for stating and limiting corporate purposes and activities

Director and Officer Provisions: Legal requirements for corporate leadership structure and responsibilities

Indemnification Requirements: Legal framework for corporate officer and director indemnification

Corporate Bylaws Framework: Legal requirements for establishing and maintaining corporate bylaws

Teams

Employer, Employee, Start Date, Job Title, Department, Location, Probationary Period, Notice Period, Salary, Overtime, Vacation Pay, Statutory Holidays, Benefits, Bonus, Expenses, Working Hours, Rest Breaks,  Leaves of Absence, Confidentiality, Intellectual Property, Non-Solicitation, Non-Competition, Code of Conduct, Termination,  Severance Pay, Governing Law, Entire Agreemen

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