Generate your Certificate of Incorporation with customizable stock structure, registered agent information, board of directors, officer designations, indemnification provisions, and state-specific clauses. Ready to file with your Secretary of State.
I built this articles of incorporation generator to help founders and business owners create the foundational document needed to formally establish a corporation. Filing articles of incorporation (called a certificate of incorporation in Delaware) with your state's Secretary of State is the first step in creating a corporation as a separate legal entity. Without properly drafted articles, you cannot legally form your corporation, open business bank accounts, or issue stock to founders and investors.
This generator produces comprehensive articles of incorporation that comply with the requirements of all 50 states. The document includes all essential components: the corporate name, registered agent designation, corporate purpose clause, authorized stock structure with support for multiple classes of stock, board of directors provisions, incorporator certification, indemnification of directors and officers, and amendment procedures. Every field updates the live preview instantly so you can see exactly how your filed document will look.
The stock structure section supports both simple single-class capitalization and complex multi-class structures with common and preferred stock. You can configure authorized shares, par value, and multiple series of preferred stock -- essential for startups planning to raise venture capital. The generator also includes optional provisions for director liability limitation, preemptive rights, cumulative voting, and perpetual corporate existence.
Key features include: state-specific document naming (Certificate vs. Articles), flexible stock structure with unlimited classes, initial board of directors designation, officer appointments, incorporator certification with signature block, indemnification provisions, amendment procedures, and professional formatting ready for state filing.
Articles of Incorporation are the foundational legal document filed with a state's Secretary of State to formally create a corporation. This document establishes the corporation's legal existence and includes essential information such as the corporate name, registered agent, purpose, authorized stock structure, and incorporator details.
The terms refer to the same document but are used in different states. Delaware uses "Certificate of Incorporation," while most other states use "Articles of Incorporation." The content requirements are largely similar across states.
Many startups authorize 10,000,000 shares of common stock with a par value of $0.0001 per share. This provides flexibility for founder allocations, employee stock option pools, and future investment rounds. In Delaware, franchise tax may be affected by authorized shares.
Yes, every corporation must designate a registered agent in its state of incorporation. The registered agent receives legal documents and official correspondence on behalf of the corporation and must have a physical street address in the state.
Par value is the minimum price per share at which stock can be issued. Startups typically set a very low par value (such as $0.0001) to maintain flexibility. In Delaware, par value affects franchise tax calculations.
Yes, indemnification provisions are strongly recommended. They protect directors and officers from personal liability for actions taken in good faith on behalf of the corporation and help attract qualified individuals to serve on your board.