Table of Contents
What is a Delaware certificate of incorporation?
A Delaware certificate of incorporation (COI) is a legal document filed with the Delaware Secretary of State by individuals or entities wishing to form a corporation in Delaware.
The COI should not be mistaken with the LLC Certificate of Formation, which is the organizational document for LLC and partnership in Delaware.
The document outlines essential information about the corporation, such as its name, registered agent, purpose, and the number of authorized shares of stock, among other details.
Is Certificate of Incorporation the same as Article of Incorporation?
Yes, both terms are often used interchangeably and refer to the same document in the context of incorporating a corporation in the state of Delaware.
What are key elements of a certificate of incorporation?
Below are some common elements that are typically included in a Delaware Certificate of Incorporation:
The legal name of the corporation, which must include words like “corporation,” “company,” “incorporated,” or an appropriate abbreviation to indicate its corporate status. It must also be unique and not already in use by another entity in Delaware.
Details of Registered Agent
The name and address of the registered agent for the corporation, who is responsible for receiving legal documents and official correspondence on behalf of the corporation.
A description of business purposes
A statement describing the corporation’s purpose or business activities, which can be a general statement of purpose, such as “to engage in any lawful act or activity for which corporations may be organized under the Delaware General Corporation Law.
Authorized shares of stock
The total number of shares of stock that the corporation is authorized to issue. This may be specified as a fixed number or left blank with a statement allowing the board of directors to determine the number of authorized shares.
The name and address of the person or entity responsible for filing the Certificate of Incorporation. The incorporator is often an attorney or someone acting on behalf of the corporation.
Capitalization and stock classes
Any provisions related to the capital structure of the corporation, including details about different classes of stock if applicable.
An example of a Delaware Certificate of Incorporation
The fact that the names of the Directors do not need to be included on the Certificate of Incorporation is one of the numerous advantages of setting up a Delaware corporation. For individuals that value their privacy, this offers an additional layer of security. It is also a great feature in that the corporation is not required to submit revisions with the Corporate Division to update that information should an officer or director change.
Certified copy of certificate of incorporation in Delaware
When setting up a corporation in Delaware, you are required to file the certificate of incorporation (also known as the articles of incorporation) with the state. Additionally, it is a requirement to maintain a certified copy of these Articles of Incorporation at your registered office.
What is a certified copy?
A certified copy is an officially authorized duplicate of the original document. In Delaware, a certified copy of a Certificate of Incorporation (COI) is validated by the Secretary’s seal and stamp, confirming its authenticity.
Here is a sample of a certified copy of identity documents.
Purposes of a certified copy
A certified copy of the Certificate of Incorporation (COI) in Delaware serves several important functions:
Establish company legal standing
A certified copy of the COI is crucial for demonstrating your company’s legal standing, especially if you intend to conduct business in multiple states. Each state has its own regulations governing businesses, and having this document ensures your business complies with all necessary requirements.
Open a business bank account
Similar to an LLC Operating Agreement, a certified copy of the COI is crucial when opening a business bank account. These documents confirm the legal establishment of your company and its recognition on the official register of businesses.
Secure business financing
Banks are more likely to approve loans and financing options when presented with a certified copy of COI. Without this document, obtaining financial support from banks can be challenging.
Attract investors or buyers
Possessing this document demonstrates to potential investors or buyers that your business is legitimate and has been correctly established, enhancing your credibility in investment or sale negotiations.
Serve as a backup of original version
A certified copy acts as a backup for the original document in case it is lost or damaged. This ensures that you always have a reliable copy of the initial Certificate of Incorporation on hand.
How to obtain a certified copy?
Obtaining a certified copy of Certificate of Incorporation (COI) or Articles of Incorporation is a straightforward process. Here are the steps explained in detail:
Step 1: Locate your corporation’s record
- Start by visiting the the Delaware Secretary of State’s office website.
- Find and click on the “Business Entity Search” option.
- Enter your entity name and number in the search bar to locate your company’s record.
- Once you’ve found your corporation’s record, click on it to access more details.
Step 2: Order a certified copy of your COI
- Look for an option or link that allows you to request a certified copy of your Certificate of Incorporation. This may be labeled as “Order a Certified Copy” or something similar.
- Fill out any necessary forms or fields with the required information. This typically includes details such as your name, contact information, and the purpose of the request.
- You will likely need to pay a fee for the certified copy, which typically ranges from $50 to $75 per copy. Ensure you have a valid payment method ready to complete the transaction.
Step 3: Submit request and wait for processing
Your request will be processed by the Delaware Secretary of State’s office. The processing time may vary depending on their current workload and whether you choose expedited processing options, if available.
Once your request is processed, you will receive the certified copy by mail or through the delivery method you specified during the request.
In summary, a Certificate of Incorporation is a crucial requirement when launching a corporation in Delaware. This document provides tangible proof that your business is legitimate and formally registered.
If you require assistance with the company formation in Delaware, our dedicated team at BBCIncorp is ready to guide you through every stage. Please feel free to reach out to us via firstname.lastname@example.org or have a chat with our dedicated support team.
Frequently Asked Questions
Who signs the Certificate of Incorporation in Delaware?
The Certificate of Incorporation is the official document that registers your company in the state of Delaware. This document is signed by the Secretary of State and is required in order to do business in Delaware.
Do I need a lawyer to incorporate in Delaware?
The answer is that you don’t necessarily need a lawyer, but it can be helpful to have one on hand to give you advice and guidance.
Incorporating in Delaware can be a complex process, so it’s important to make sure you understand all the requirements before you begin. If you have any questions, it’s always best to consult with a lawyer to get advice specific to your situation.
Are Certificates of Incorporation public in Delaware?
Yes, certificates of incorporation in Delaware are public documents, which are available for anyone to view and download from the Corporate Division website.
Disclaimer: While BBCIncorp strives to make the information on this website as timely and accurate as possible, the information itself is for reference purposes only. You should not substitute the information provided in this article for competent legal advice. Feel free to contact BBCIncorp’s customer services for advice on your specific cases.
Industry News & Insights
Get helpful tips and info from our newsletter!
Stay in the know and be empowered with our strategic how-tos, resources, and guidelines.