Certificate of Incorporation — What It Is & What to Include
Incorporating your company is one of the first and most consequential legal decisions you'll make as a founder. The Certificate of Incorporation is the document that makes it official — creating your corporation as a legal entity distinct from you personally. It's the foundation everything else is built on.
What Is a Certificate of Incorporation?
A Certificate of Incorporation (also called Articles of Incorporation in some states) is the document filed with a state government — typically the Secretary of State — to formally create a corporation. Once accepted and filed, it establishes the corporation as a separate legal entity with its own rights and obligations.
Delaware is by far the most common state of incorporation for startups and growth-stage companies, due to its well-developed corporate law, investor familiarity, and the flexibility of the Delaware General Corporation Law.
When Do You Need One?
You need to file a Certificate of Incorporation when:
- You are forming a corporation (C-Corp or S-Corp) for your business
- You want to separate your personal liability from business liabilities
- You are preparing to raise venture capital or issue equity to employees
- You need a formal legal entity to enter contracts, open bank accounts, or hire employees
Most investors, accelerators, and institutional partners require that a company be formally incorporated before they'll engage. Delaware C-Corp is the standard structure for venture-backed startups.
What Does a Certificate of Incorporation Include?
1. Corporate Name
The legal name of the corporation, which must be unique in the state of incorporation and include a designator such as "Inc." or "Corporation."
2. Registered Agent
The name and address of a registered agent in the state of incorporation — an individual or service authorized to receive legal documents on behalf of the corporation. Required in every state.
3. Authorized Shares
The total number of shares the corporation is authorized to issue, broken down by class (typically common stock and preferred stock). Delaware typically sees authorizations of 10,000,000 shares at minimum for startups, with appropriate structure for future preferred rounds.
4. Par Value
The nominal value assigned to each share. Delaware corporations commonly use $0.0001 par value, which minimizes franchise tax obligations while preserving flexibility.
5. Class of Stock
Define whether the corporation will have a single class of common stock or multiple classes (e.g., Class A and Class B common, with different voting rights), and note that preferred stock terms will be defined in future amendments.
6. Incorporator Information
The name and address of the incorporator — the person filing the document. The incorporator signs the Certificate but typically resigns after initial organizational actions are taken.
7. Liability of Directors
Delaware law permits limiting or eliminating directors' personal liability for certain breaches of fiduciary duty. Most Delaware certificates of incorporation include this provision.
What Happens After Filing?
Filing the Certificate of Incorporation is the first step. After filing, you will need to:
- Hold an organizational meeting or take action by written consent
- Adopt bylaws
- Issue founder shares (with appropriate vesting)
- Have founders sign PIIAs
- Appoint officers
- Obtain an EIN from the IRS
- Open a corporate bank account
The Certificate creates the entity. The steps above make it operational.
Common Mistakes Founders Make
Incorporating in the wrong state. If you incorporate in Delaware but operate in another state, you'll need to register as a foreign corporation in your home state — paying fees in both. For small businesses with no near-term plans to raise VC, your home state may be more practical.
Authorizing too few shares. Insufficient authorized shares creates friction when you need to issue equity to employees or close a funding round.
Not pairing incorporation with a PIIA. The Certificate creates the entity, but it doesn't assign IP to it. Make sure founders and early contributors assign their IP to the company at incorporation.
Waiting too long. Operating as an unincorporated business exposes founders to personal liability. Incorporate before you sign contracts, take on clients, or hire anyone.
Why This Matters for Founders
Incorporation is not a bureaucratic formality — it's the legal structure that separates your personal assets from your business liabilities, enables you to issue equity, and positions your company to raise funding. Getting it right from the start avoids costly restructuring later.
Get a Lawyer-Drafted Document Without the Lawyer Bill
Attorney-assisted incorporation typically costs $1,500–$3,000, not including state filing fees. TalkingTree gives you the same quality without the invoice.
TalkingTree's Certificate of Incorporation template was built by experienced business attorneys and is available through the Contract Studio. Customize it, fill it out, and send it for signature — all in one platform.
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This page is for informational purposes only and does not constitute legal advice. For advice specific to your situation, consult a licensed attorney.