Drafting notes (delete before filing). This is a short-form Delaware Certificate of Incorporation for a C-corporation with a single class of common stock. It is appropriate for a founder-stage startup that has not yet raised priced equity. At the priced round, file an Amended & Restated Certificate to authorize preferred stock. File with the Delaware Division of Corporations (8 Del. C. § 102). Current filing fee is a modest flat fee plus a franchise tax minimum; confirm current amounts before filing.

Article I — Name

The name of the corporation is [COMPANY NAME], Inc. (the “Corporation“).

Article II — Registered Office and Agent

The address of the Corporation’s registered office in the State of Delaware is [REGISTERED OFFICE STREET ADDRESS], in the City of [CITY], County of [COUNTY], [ZIP]. The name of its registered agent at such address is [REGISTERED AGENT NAME].

Article III — Purpose

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 the State of Delaware (the “DGCL“).

Article IV — Authorized Capital Stock

The total number of shares of stock that the Corporation shall have authority to issue is [TOTAL NUMBER, e.g., 10,000,000] shares of common stock, par value $0.00001 per share (the “Common Stock“).

Article V — Incorporator

The name and mailing address of the incorporator are:

[INCORPORATOR NAME] [INCORPORATOR ADDRESS]

Article VI — Board of Directors

6.1 Power to Adopt, Amend, and Repeal Bylaws

In furtherance of, and not in limitation of, the powers conferred by statute, the board of directors of the Corporation (the “Board“) is expressly authorized to adopt, amend, or repeal the bylaws of the Corporation, without any action on the part of the stockholders. The stockholders shall also have the power to adopt, amend, or repeal the bylaws of the Corporation.

6.2 Election of Directors

Elections of directors need not be by written ballot unless the bylaws of the Corporation shall so provide.

Article VII — Limitation of Director Liability

To the fullest extent permitted by the DGCL, as the same exists or may hereafter be amended, a director of the Corporation shall not be personally liable to the Corporation or its stockholders for monetary damages for breach of fiduciary duty as a director. Any amendment, repeal, or modification of this Article VII shall not adversely affect any right or protection of a director of the Corporation existing at the time of such amendment, repeal, or modification.

Article VIII — Indemnification

8.1 Right to Indemnification

The Corporation shall indemnify and hold harmless, to the fullest extent permitted by the DGCL as it presently exists or may hereafter be amended, any person (an “Indemnitee“) who was or is made or is threatened to be made a party or is otherwise involved in any threatened, pending, or completed action, suit, or proceeding (a “Proceeding“), whether civil, criminal, administrative, or investigative, by reason of the fact that such person, or a person for whom such person is the legal representative, is or was a director or officer of the Corporation or, while a director or officer of the Corporation, is or was serving at the request of the Corporation as a director, officer, employee, or agent of another entity, against all liability and loss suffered and expenses (including attorneys’ fees) reasonably incurred by such Indemnitee.

8.2 Prepayment of Expenses

The Corporation shall pay the expenses incurred by an Indemnitee in defending any Proceeding in advance of its final disposition, subject to such Indemnitee’s delivery of an undertaking to repay all amounts advanced if it shall ultimately be determined that the Indemnitee is not entitled to be indemnified.

8.3 Non-Exclusivity; Insurance

The rights conferred by this Article VIII shall not be exclusive of any other rights that any Indemnitee may have or hereafter acquire under any statute, provision of this Certificate, bylaw, agreement, vote of stockholders or disinterested directors, or otherwise. The Corporation may maintain insurance, at its expense, to protect itself and any Indemnitee against any liability, whether or not the Corporation would have the power to indemnify such person against such liability under the DGCL.

Article IX — Forum Selection

Unless the Corporation consents in writing to the selection of an alternative forum, the Court of Chancery of the State of Delaware shall be the sole and exclusive forum for (a) any derivative action or proceeding brought on behalf of the Corporation, (b) any action asserting a claim of breach of a fiduciary duty owed by any director, officer, or other employee of the Corporation to the Corporation’s stockholders, (c) any action asserting a claim arising pursuant to any provision of the DGCL, this Certificate, or the bylaws, or (d) any action asserting a claim governed by the internal affairs doctrine.

Article X — Amendment

The Corporation reserves the right to amend, alter, change, or repeal any provision contained in this Certificate in the manner now or hereafter prescribed by the DGCL, and all rights conferred upon stockholders herein are granted subject to this reservation.

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Signature of Incorporator

The undersigned incorporator, for the purpose of forming a corporation pursuant to the DGCL, hereby declares under penalty of perjury that this Certificate is the act and deed of the undersigned and that the facts stated herein are true, and accordingly has hereunto signed this Certificate of Incorporation this [DAY] day of [MONTH], [YEAR].

_________________________________ [INCORPORATOR NAME], Incorporator

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This form is provided for informational purposes only and does not constitute legal advice or create an attorney-client relationship. Every situation is different; consult qualified legal counsel before using or adapting this document. © Montague Law.