"Certificate of Incorporation for Close Corporation" - Delaware

The Delaware Department of State has released this version of the "Certificate of Incorporation for Close Corporation" on October 1, 2016.

This form may be used by all Delaware residents: download the printable PDF by clicking the link below and use it according to the applicable legal guidelines.

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Download "Certificate of Incorporation for Close Corporation" - Delaware

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Delaware Division of Corporations
401 Federal Street – Suite 4
Dover, DE 19901
Phone: 302-739-3073
Fax: 302-739-3812
Certificate of Incorporation
for Close Corporation
Dear Sir or Madam:
Enclosed please find a form for a Certificate of Incorporation for a Close
Corporation to be filed in accordance with Sections 102 and 342 of the General
Corporation Law of the State of Delaware. The fee to file the Certificate is a minimum of
$89; the authorized stock listed in the Certificate will affect the filing fee and it could
exceed the minimum fee. If the document is more than 1 page, you must submit $9 for
each additional page. You will receive a stamped “Filed” copy of the submitted
document. A certified copy may be requested for an additional $50. Expedited services
are available. Please contact our office concerning these fees or you may consult our fee
chart at
www.corp.delaware.gov
. Please make the check payable to “Delaware Secretary
of State”.
An Annual Report must be filed by the corporation by March 1 of each year
following the calendar year in which their Certificate of Incorporation becomes effective.
Franchise Taxes based on the stock listed in the Certificate of Incorporation are due at the
time of filing of the report. The fee to file the Annual Report is $50. Please contact the
Franchise Tax Section with any questions regarding the filing of the Annual Report or
payment of the Franchise Taxes.
For the convenience of processing your order in a timely manner, please include a
cover letter with your name, address and telephone/fax number to enable us to contact
you if necessary. Please make sure you thoroughly complete all information requested on
this form. It is important that the execution be legible, we request that you print or type
the name of the person signing under the signature line.
Thank you for choosing Delaware as your corporate home. Should you require
further assistance in this or any other matter, please don’t hesitate to call us at (302) 739-
3073.
Sincerely,
Department of State
Division of Corporations
encl.
rev. 10/16
Delaware Division of Corporations
401 Federal Street – Suite 4
Dover, DE 19901
Phone: 302-739-3073
Fax: 302-739-3812
Certificate of Incorporation
for Close Corporation
Dear Sir or Madam:
Enclosed please find a form for a Certificate of Incorporation for a Close
Corporation to be filed in accordance with Sections 102 and 342 of the General
Corporation Law of the State of Delaware. The fee to file the Certificate is a minimum of
$89; the authorized stock listed in the Certificate will affect the filing fee and it could
exceed the minimum fee. If the document is more than 1 page, you must submit $9 for
each additional page. You will receive a stamped “Filed” copy of the submitted
document. A certified copy may be requested for an additional $50. Expedited services
are available. Please contact our office concerning these fees or you may consult our fee
chart at
www.corp.delaware.gov
. Please make the check payable to “Delaware Secretary
of State”.
An Annual Report must be filed by the corporation by March 1 of each year
following the calendar year in which their Certificate of Incorporation becomes effective.
Franchise Taxes based on the stock listed in the Certificate of Incorporation are due at the
time of filing of the report. The fee to file the Annual Report is $50. Please contact the
Franchise Tax Section with any questions regarding the filing of the Annual Report or
payment of the Franchise Taxes.
For the convenience of processing your order in a timely manner, please include a
cover letter with your name, address and telephone/fax number to enable us to contact
you if necessary. Please make sure you thoroughly complete all information requested on
this form. It is important that the execution be legible, we request that you print or type
the name of the person signing under the signature line.
Thank you for choosing Delaware as your corporate home. Should you require
further assistance in this or any other matter, please don’t hesitate to call us at (302) 739-
3073.
Sincerely,
Department of State
Division of Corporations
encl.
rev. 10/16
Special Instructions – Certificate of Incorporation for a Close
Corporation
This form is to be used as a Template only. The following instructions
will help you in correctly completing your Close Corporation
Incorporation Certificate. The instructions are numbered to correspond
with the article being referenced.
1. The name of the corporation exactly as you wish it to appear in
our records. Please visit our website to verify the availability of
the name. The name must include one of the following words:
association, company, corporation, club, foundation, fund,
incorporated, institute, society, union, syndicate, limited or one
of the abbreviations thereof. Section 343 of Title 8 requires the
name of the corporation be listed in the heading as well.
2. List the name and street address of the registered agent located
in Delaware you are appointing to accept service of process for
the corporation.
3. This is the general purpose clause as stated in Delaware statute;
no action required.
4. List the total number of authorized shares for the corporation
and the par value assigned to such stock.
5. List the name and mailing address of the Incorporator for the
corporation. Please note that the corporation itself cannot be the
Incorporator.
6. 7. and 8. Statements required by Section 342 of Title 8; no action
needed.
Execution Block - The document must be signed by the
Incorporator listed in Article 5 of the document pursuant to
Section 103 of Title 8. The name of the person must be typed or
written legibly underneath the signature.
This form contains the basic information required by statute; if you
need to add additional information permitted by statute you may draft a
new document. Please feel free to call our office at 302-739-3073 for
assistance in completing this form or visit our website at
corp@delaware.gov.
Sincerely,
Delaware Division of Corporations
STATE OF DELAWARE
CERTIFICATE OF INCORPORATION
A CLOSE CORPORATION
of
_____________________________________________________________
(name of corporation)
The undersigned Incorporator hereby certifies as follows:
1.
The name of the Corporation is ________________________________________
_______________________________________________________________________.
2.
The Registered Office of the corporation in the State of Delaware is located at
_________________________________________________________________(street),
in the City of ____________________________, County of ____________________
Zip Code__________________. The name of the Registered Agent at such address upon
whom process against this corporation may be served is___________________________
_______________________________________________________________________.
3.
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.
4.
The total amount of stock this corporation is authorized to issue is
______________________shares (number of authorized shares) with a par value of
$___________________ per share.
5.
The name and mailing address of the incorporator are as follows:
Name_____________________________________________________________
Mailing Address____________________________________________________
____________________________________ Zip Code_________
6.
All of the Corporation’s issued stock of all classes, exclusive of treasury shares,
shall be represented by certificates and shall be held of record by not more than a
specified number of persons, not exceeding 30.
7.
All of the issued stock of all classes shall be subject to 1 or more of the
restrictions on transfer permitted by Section 202 of the General Corporation Law of State
of Delaware.
8.
The Corporation shall make no offering of any of its stock of any class which
would constitute a “public offering” within the meaning of the United States Securities
Act of 1933 as it may be amended from time to time.
By:____________________________________
Incorporator
Name:____________________________________
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