Articles of Incorporation Generator

Create your Delaware Certificate of Incorporation with customizable stock structure, director provisions, and standard protective clauses.

Generate Your Certificate of Incorporation

Our interactive generator walks you through the key decisions: stock structure, par value, authorized shares, and director provisions. Generate a document ready for filing with the Delaware Division of Corporations.

Open Articles Generator

Why Choose a Delaware C-Corporation

A Delaware C-Corporation is the default structure for venture-backed startups. Over 80% of US companies that go public are Delaware corporations. If you are building a company to raise institutional capital, this is the structure investors expect.

Venture Capital Ready

VCs have standard term sheets designed for Delaware C-Corps. Using a different structure creates friction and may cause investors to pass.

Stock Options

C-Corps can issue incentive stock options (ISOs) with favorable tax treatment for employees. Essential for attracting US talent.

Clear Governance

Board of Directors, officers, and shareholder rights are well-defined. No ambiguity about who controls the company.

IPO Ready

When you go public, you will not need to restructure. Delaware corporations are the standard for NYSE and NASDAQ listings.

Court of Chancery

Delaware's specialized business court provides expert judges and predictable outcomes for corporate disputes.

Established Precedent

Decades of case law mean attorneys know exactly how Delaware courts interpret corporate documents.

Double Taxation Warning

C-Corporations pay corporate income tax on profits, and shareholders pay personal tax on dividends. This "double taxation" is the trade-off for the benefits above. If you are not raising VC or planning an IPO, consider an LLC instead.

Typical Stock Structure for Startups

When incorporating, you need to decide on your authorized share structure. Here is a typical setup for a VC-backed startup:

Share Class Typical Authorization Purpose
Common Stock 10,000,000 shares Founders, employees, option pool
Preferred Stock 5,000,000 shares Reserved for investor rounds

Par Value Tip

Set your par value at $0.00001 or $0.0001. This minimizes Delaware franchise tax and is standard practice. Never set par value at $1.00 unless you have a specific reason.

Delaware Corporation Costs

For startups with significant authorized shares, use the Assumed Par Value (APV) method to calculate franchise tax. This often results in the minimum $225 payment rather than thousands based on share count.

Formation Process

  1. Choose your corporation name - Must be unique in Delaware and include "Inc.", "Corp.", or "Corporation"
  2. Prepare Articles of Incorporation - Use our generator or work with an attorney
  3. Appoint a Registered Agent - Must have a physical Delaware address
  4. File with Delaware - Submit Certificate of Incorporation ($89 fee)
  5. Draft Bylaws - Internal governance document (not filed with state)
  6. Hold Organizational Meeting - Adopt bylaws, elect directors, authorize share issuance
  7. Issue Founder Shares - Document with stock purchase agreements and 83(b) elections
  8. Obtain EIN - Apply for Employer Identification Number from IRS

Related Tools & Templates

Documents to support your Delaware corporation formation and ongoing governance.

Articles of Incorporation Generator

Generate a Delaware Certificate of Incorporation with customizable stock structure.

Create Articles

Delaware APV Calculator

Calculate your Delaware franchise tax using the Assumed Par Value method.

Calculate Franchise Tax

Founder Stock Purchase Agreement

Document founder share purchases with vesting schedules and repurchase rights.

Generate Agreement

Equity Incentive Plan

Create a stock option plan to grant equity to employees and advisors.

Create Option Plan

Board Resolution Generator

Generate board resolutions for major corporate actions and decisions.

Create Resolution

SAFE Agreement Generator

Generate Y Combinator-style SAFE agreements for early-stage fundraising.

Create SAFE

Ready to Incorporate in Delaware?

Schedule a consultation with me. I will review your situation and ensure your Delaware corporation is structured correctly for your fundraising goals.

Sergei Tokmakov, Attorney — California Bar #279869