It is possible to form any of several types of business entities. Therefore, we recommend that you read the topics under Types of Business Entities before continuing with the Certificate of Incorporation. If you determine that a corporation is the proper type of entity for your needs, the Certificate of Incorporation ("Certificate") is one of several instruments which are required in order to form a regular, for-profit corporation ("business corporation"). If the business operations of the entity will be located in the state of Delaware, then most likely the corporation should be formed under Delaware law. Note that although Delaware has a reputation for being "friendly" to corporations, the provisions of Delaware law responsible for this reputation apply primarily to large corporations with many stockholders. If the business operations of the entity will be located in a state other than Delaware, it rarely makes sense to incorporate in Delaware because - the corporation would have to qualify as a "foreign corporation" in the state where it will operate,
- annual fees and license taxes would have to be paid in both states, and
- if a legal problem arises related to the corporation's business, a lawyer licensed to practice in Delaware would have to be consulted.
The issues addressed in the preparation of this document will be similar for states other than Delaware, and you will need the information this program requests if you plan to consult an attorney regarding incorporation in a state other than Delaware. However, the Articles of Incorporation Worksheet is designed specifically for other states, and you may want to use that document instead. IMPORTANT: The Certificate is intended to be used by a corporation which will be formed and initially owned by a small number of stockholders. Before any shares of stock are sold or issued, the corporation must comply with the Corporate Securities Act administered by the Delaware Department of Justice. Both state and federal securities laws will apply to the sale or issuance of stock by the corporation, and before issuing any stock you should consult with a corporate or securities attorney. IMPORTANT: The Certificate is appropriate for use in forming a "general purpose" corporation. If you are interested in forming a professional bank or trust company, insurance company, close corporation, or professional corporation, then special laws apply and you should consult with a corporate attorney. |