Free Business Formation generator
Delaware C-Corporation Incorporation Package
The full set of documents to stand up a Delaware C-corp: Certificate of Incorporation, Bylaws, and Incorporator's action appointing the first board.
What is a Delaware C-Corporation Incorporation Package?
A Delaware C-Corporation Incorporation Package is the full set of documents to stand up a Delaware C-corp: Certificate of Incorporation, Bylaws, and Incorporator's action appointing the first board.
Founders forming a venture-track company who intend to raise outside capital, grant equity, or eventually sell, since the C-corp is the standard vehicle investors expect. It is a poor fit for a lifestyle business that wants pass-through taxation (consider the LLC package instead).
Delaware C-Corporation Incorporation Package template, current for 2026
Reflects the DGCL 2024-2025 amendments (Section 232 electronic-notice defaults, market-standard exculpation of officers under Section 102(b)(7) as amended, and clarified Section 122(18) authority to agree to governance/veto provisions). Officer exculpation is included by default, which older templates predate. Authorized-share and par-value defaults are tuned to minimize Delaware franchise tax under the assumed-par-value method.
How HDAi does this differently
Unlike a static form, HDAi runs a guided interview and assembles your Delaware C-Corporation Incorporation Package as you answer. When you want it finished, a licensed Hart David Carson attorney reviews it and tailors it to your facts before you sign. The interview and the first draft are automated. The judgment belongs to an attorney.
What you’ll be asked
A short interview in plain language that asks only what this document needs.
- What is the exact corporate name (including the corporate designator, e.g. "Inc.", "Corporation", "Corp.")? Delaware requires a distinguishable name ending in a permitted designator (Corporation, Incorporated, Company, Limited, or an abbreviation). Confirm availability on the DE Division of Corporations name search.
- Which corporate designator does the name use? 8 Del. C. § 102(a)(1) requires one of these words or its abbreviation in the name.
- What is the date the Certificate of Incorporation will be signed/filed? This dates the incorporator's signature and the incorporator's written action. The legal existence begins when the Secretary of State accepts the filing.
- What is the name of the Delaware registered agent? 8 Del. C. § 132 requires a registered agent with a physical Delaware address. Most startups use a commercial agent (CT, CSC, Harvard, Registered Agents Inc., etc.).
- What is the full Delaware street address of the registered agent (street, city, county, ZIP)? Must be a physical Delaware address (no P.O. box). This is the registered office required by § 131-132.
- How many total shares of common stock will be authorized? This is the ceiling on shares the corporation may issue. A common startup default is 10,000,000. Delaware franchise tax under the Assumed Par Value method rewards a low par value paired with real assets.
- What is the par value per share (in dollars)? Par value is the nominal minimum for which a share may be issued. Startups typically use $0.00001 or $0.0001 to keep franchise tax low; some use $0. Set as a decimal dollar amount.
- Will the certificate authorize more than one class/series of stock at formation, or just common stock? Most brand-new C-corps authorize only common stock and add preferred later by amendment at financing. Choose blank-check preferred only if you want the board to be able to designate preferred without a further stockholder vote.
- How many shares of preferred (blank-check) stock will be authorized? The total pool of preferred the board may later designate into series without a further charter amendment.
- How should the charter treat the Delaware business-combination statute (DGCL § 203)? 8 Del. C. § 203 restricts business combinations with a 15%+ "interested stockholder" for three years unless an exception applies. A corporation may expressly opt out in its original charter. Most venture-track startups remain subject to § 203 (the default) as a mild takeover deterrent; some sponsors prefer to opt out. Choosing "acknowledge" prints an express statement that the corporation is governed by § 203.
- Who is the incorporator (the person signing the Certificate of Incorporation and the incorporator's action)? The incorporator signs and files the charter, then appoints the initial board and resigns. This is often the founder or a paralegal/attorney at the forming firm. 8 Del. C. § 101, § 108.
- What is the incorporator's mailing address (street, city, state, ZIP)? 8 Del. C. § 102(a)(6) requires the incorporator's name and mailing address in the Certificate of Incorporation. This may be the incorporator's business or home address; it need not be in Delaware.
- List the initial director(s) appointed by the incorporator: one full name per line. The incorporator's action names the first board, who then hold office until the first annual meeting or until successors are elected. A single-director board is permitted. Each line becomes a separately numbered appointee in the consent.
- How should the number of directors be fixed? Fixing the exact number in the bylaws is rigid; letting the board set it by resolution within a range is the flexible startup norm.
- What fixed number of directors should the bylaws specify? Only used if you chose a fixed board size. The board will consist of exactly this many directors.
- Should directors be elected annually or serve in a classified (staggered) board? An annual (declassified) board elects all directors each year and is the venture-startup norm and the ISS-preferred structure. A classified board divides directors into three classes with staggered three-year terms (a mild takeover deterrent that also limits removal to "for cause"). 8 Del. C. § 141(d), § 141(k)(1).
- Where will the corporation's principal executive office be? The principal office (where the business is actually run) need not be in Delaware. This drives the bylaws' offices and notice provisions.
- What is the corporation's principal executive office address? The operational headquarters. Used in the bylaws and for books-and-records purposes; does not need to be in Delaware.
- Should the charter and bylaws provide the broadest indemnification and director exculpation permitted by Delaware law? 8 Del. C. § 102(b)(7) permits eliminating director monetary liability (and, since 2022, certain officer liability) for breach of the duty of care; § 145 permits broad indemnification and advancement. Standard for venture-backed startups.
- Extend the § 102(b)(7) exculpation to officers as well (to the extent permitted since the 2022 DGCL amendment)? Delaware now allows charters to exculpate certain officers for duty-of-care breaches in direct (non-derivative) claims. Common in newer charters; excludes claims by or in the right of the corporation.
- Include "indemnitor of last resort" priority language (for directors affiliated with a VC/sponsor fund)? Where a director is also affiliated with a venture fund that separately indemnifies the director, this clause makes the corporation the primary indemnitor and the fund the indemnitor of last resort, with the corporation waiving subrogation and contribution against the fund. Standard once institutional investors take board seats; harmless to include at formation.
- Include a lightweight advance-notice bylaw for stockholder nominations and proposals? An advance-notice bylaw requires a stockholder to give the corporation timely written notice (typically 90 to 120 days before the anniversary of the prior annual meeting) before nominating a director or proposing business. It brings order to contested meetings and is standard as a company matures. Kept intentionally lightweight here.
- May stockholders call a special meeting, and at what ownership threshold? By default only the board and named officers may call a special meeting. You can also grant stockholders the right to call one at a stated threshold of voting power. Private venture companies commonly allow a majority (or a named percentage); public-style structures often set a higher bar.
- Include an exclusive forum provision (Delaware Court of Chancery for internal-affairs disputes)? 8 Del. C. § 115 permits a forum-selection clause channeling internal corporate claims to Delaware courts. Widely used to reduce multi-forum litigation risk.
- What is the corporation's fiscal year end? Used in the bylaws' fiscal-year provision and adopted by the initial board. Most C-corps use a calendar year (December 31); the board may change it by resolution.
- Allow notices to stockholders and directors by electronic transmission (email)? 8 Del. C. § 232 permits electronic notice. Nearly universal now; keeps the bylaws modern and avoids reliance on physical mail.
- Include emergency bylaws under DGCL § 110 (for a catastrophe or emergency that prevents a quorum)? 8 Del. C. § 110 lets a corporation adopt bylaws that operate only during an "emergency" (an event preventing a quorum of the board from being readily convened), governing notice, quorum, and substitute directors. Cheap insurance; harmless when no emergency exists.
- Who will be appointed Chief Executive Officer by the initial board? The organizational board consent appoints the initial officers. Leave blank if no CEO is being appointed at formation. One person may hold multiple offices.
- Who will be appointed President (if different from the CEO)? Optional. Many early-stage companies appoint a single person as CEO and President, or use only one title. Leave blank if not appointing a separate President.
- Who will be appointed Treasurer or Chief Financial Officer? The officer responsible for the corporation's funds and financial records. May be the same person as the CEO or Secretary. Leave blank if not appointing at formation.
- Who will be appointed Secretary? The Secretary keeps the minute book and stock records and certifies corporate actions. Strongly recommended at formation. May be the same person as another officer.
- Should the organizational consent authorize the issuance of founder common stock at formation? Almost every startup issues founder common stock immediately after formation. Choosing yes authorizes the board to issue shares to founders against cash, IP assignment, or services, and to open the stock ledger. The actual purchase terms (vesting, repurchase, price) live in the companion Restricted Stock Purchase Agreement.
- How many shares of founder common stock will initially be issued in the aggregate (approximate)? The aggregate founder shares to be issued at formation (across all founders), typically well below the authorized total to leave room for an option pool and future financings. Individual allocations and vesting go in the Restricted Stock Purchase Agreements.
- Will the corporation consider an S-corporation election (IRS Form 2553)? An S-election gives pass-through taxation but is incompatible with most venture financings (no entity or non-resident-alien holders, one class of stock, 100-holder cap). Venture-track C-corps almost never elect S status. Choose yes only if a closely held, single-class company wants pass-through treatment for now.
- Should the organizational consent authorize opening a corporate bank account and obtaining an EIN? Standard organizational housekeeping: authorizes the officers to obtain a federal Employer Identification Number, open bank accounts, and adopt a customary banking resolution. Recommended.
Frequently asked
About the Delaware C-Corporation Incorporation Package and how HDAi works.
What is a Delaware C-Corporation Incorporation Package? +
A Delaware C-Corporation Incorporation Package is the full set of documents to stand up a Delaware C-corp: Certificate of Incorporation, Bylaws, and Incorporator's action appointing the first board. Founders use it when they are forming a venture-track company and intend to raise outside capital, grant equity, or eventually sell, because the C-corp is the standard vehicle investors expect. A lifestyle business that wants pass-through taxation should look at the LLC package instead.
Is HDAi's Delaware C-Corporation Incorporation Package legally binding? +
Yes, once it is completed, reviewed, and properly signed. HDAi drafts the Delaware C-Corporation Incorporation Package to a professional standard, and a licensed Hart David Carson attorney will finish it if you book a planning call. The firm's flat-fee packages, the Illinois Family Plan and Company Launch, cover the most common needs; for any other draft, an Illinois attorney will tell you on the call what finishing it would involve.
Do I need a lawyer to use this Delaware C-Corporation Incorporation Package? +
You can generate and download the Delaware C-Corporation Incorporation Package in minutes, free of charge. A licensed Hart David Carson attorney can then review it and tailor it to your facts before you sign, which is the part no template can do.
What makes this Delaware C-Corporation Incorporation Package current for 2026? +
Reflects the DGCL 2024-2025 amendments (Section 232 electronic-notice defaults, market-standard exculpation of officers under Section 102(b)(7) as amended, and clarified Section 122(18) authority to agree to governance/veto provisions). Officer exculpation is included by default, which older templates predate. Authorized-share and par-value defaults are tuned to minimize Delaware franchise tax under the assumed-par-value method.
How long does the Delaware C-Corporation Incorporation Package take? +
Estimated time about 18 min (35 questions), depending on how much you already know. The document assembles as you answer. Export it as PDF or Word, or send it to a Hart David Carson attorney for review.
Does this Delaware C-Corporation Incorporation Package work in my state? +
HDAi's interview is state-aware. If you ask an attorney to finish the draft, a licensed Hart David Carson attorney confirms it against your state's requirements before you rely on it. Validity and required formalities vary by state.
Related documents
More in Business Formation.