CERTIFICATE OF INCORPORATION



CERTIFICATE OF INCORPORATION

OF

[COMPANY NAME]

FIRST The name of the corporation is “[Company Name]”.

SECOND The address of the corporation’s registered office in the State of Delaware is [Agent Street Address], in the City of [Agent City], County of [Agent County], Delaware [Agent ZIP]. The name of its registered agent at such address is [Agent Name].

THIRD The nature of the business or purposes to be conducted or promoted by the corporation is to [insert business purpose].

FOURTH The total number of shares of stock which the corporation shall have authority to issue is [One Million (1,000,000)], all of which are common shares, and the par value of each such share is $0.00001.

FIFTH The number of members of the corporation’s board of directors (the “Board”) shall be determined in the manner set forth in the corporation’s bylaws (the “Bylaws”).

SIXTH Elections of members of the Board (each, a “Director”) need not be by written ballot unless the Bylaws shall so provide.

SEVENTH Meetings of the corporation’s stockholders may be held within or without the State of Delaware, as the Bylaws may provide. The books of the corporation may be kept outside the State of Delaware at such place or places as may be designated from time to time by the Board or in the Bylaws.

EIGHTH To the fullest extent permitted by applicable law, the corporation is authorized to indemnify, and advance expenses to, the corporation’s directors, officers and agents, and any other persons to which the DGCL permits the corporation to provide indemnification, whether through provisions of the Bylaws, agreements with any such party, vote of the corporation’s stockholders or disinterested Directors or otherwise, in excess of the indemnification and advancement otherwise permitted by Section 145 of the DGCL. Any amendment, repeal or modification of the foregoing provisions of this Article Eighth shall not adversely affect any right or protection of any director, officer or other agent of the corporation existing at the time of such amendment, repeal or modification.

NINTH The name and mailing address of the sole incorporator is:

[Incorporator Name]

[Incorporator Street Address]

[Incorporator City], [Incorporator State] [ZIP]

I, THE UNDERSIGNED, being the incorporator hereinbefore named, for the purpose of forming a corporation pursuant to the DGCL, do make this certificate, hereby declaring and certifying that this is my act and deed and the facts herein stated are true, and accordingly have hereunto set my hand as of [Month] [##], 20[##].

________________________________

[Incorporator Name], Incorporator

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