October 13, 2026
The certificate of incorporation, also called the charter, is the document you file with the state to create your corporation. For a startup, it sets the company’s name, its registered agent, the number and par value of its authorized shares, and protection from personal liability for directors and officers. Most of the rules for how the company runs day to day live in the bylaws, not the charter.
Key takeaways
Delaware law requires a short list of items. The table shows each one and what a typical startup charter says.
| Required provision | What a typical startup charter says |
|---|---|
| Name | The company name with a corporate suffix. “Inc.” is the convention, although “Corporation,” “Company” and similar words also work. |
| Registered agent | The name and Delaware address of the company’s registered agent, which receives legal papers for the company. |
| Purpose | “Any lawful act or activity for which corporations may be organized under the General Corporation Law of Delaware.” A public benefit corporation must also state a specific public benefit. |
| Authorized shares | 10,000,000 shares of common stock, $0.00001 par value, in a single class. |
| Incorporator | The name and mailing address of the incorporator, who signs and files the charter. |
See Registered Agent, How Many Shares Should a Startup Have?, Par Value and Action of Incorporator.
The most important optional provision is exculpation, which eliminates personal liability for monetary damages for breaches of the duty of care. Delaware has allowed charters to exculpate directors for decades, and since 2022 it has also allowed charters to exculpate officers, with some limits. Startup charters also commonly give the board power to amend the bylaws and include indemnification of directors and officers.
Delaware also lets a charter add preemptive rights, supermajority voting requirements, or a limited duration. Startup charters generally leave these out. Investor rights such as pro rata rights belong in the investor agreements at a priced round.
Delaware amended its corporate law in 2024 and 2025 in ways that affect stockholder agreements and conflicted transactions. Nothing about these changes affects a standard charter at formation. See Fiduciary Duties of Startup Founders.
First, check that your name is available using the Delaware entity search, and check for trademark conflicts. Then engage a registered agent. Almost everyone files electronically through the registered agent rather than by mail. The state filing fee depends on the number of authorized shares and their par value. A charter with 10,000,000 shares at $0.00001 par pays the minimum fee, and you can pay extra for same-day or faster processing.
Once Delaware processes the filing, you receive a stamped copy of the charter showing the filing date and the company’s file number. That stamped copy is the final certificate of incorporation. The incorporator then appoints the initial directors, and the board adopts the bylaws and handles the rest of the setup. See Delaware C Corp Incorporation Documents and I Just Incorporated My Startup.
Banks usually ask for the stamped certificate of incorporation, the IRS letter confirming the company’s EIN, and a board consent authorizing the account and the people who can sign for it. Some ask for a certified copy of the charter, which you can order from Delaware through your registered agent. Certified copies and certificates of good standing also come up in financings and when you register to do business in another state. See How Do I Get an EIN?
You amend the charter whenever you change something it sets. The most common reasons are a priced financing (the charter is amended and restated to create preferred stock and its rights, and usually to increase authorized common stock), increasing authorized shares outside a financing, changing the company name, and converting to a public benefit corporation. You don’t need extra authorized shares at incorporation for SAFEs, because they convert at the priced round, when the charter is amended and restated anyway.
An amendment needs board approval and stockholder approval, then a filing with Delaware. Because authorized shares affect the Delaware franchise tax calculation, check the franchise tax effect before increasing them. See Delaware Franchise Tax and What Do Stockholders Need to Approve?
If you’d like help incorporating, see our Corporation Startup Package service or contact us.
