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Wholly-Owned Subsidiary Certificate (Delaware)
Form a Delaware C-corp owned 100% by an existing parent company.
What is a Wholly-Owned Subsidiary Certificate?
A Wholly-Owned Subsidiary Certificate (Delaware) is the certificate used to form a Delaware C-corp owned 100% by an existing parent company.
Built for a company standing up a subsidiary to ring-fence a product line, IP, a regulated activity, or an international operation.
Wholly-Owned Subsidiary Certificate template, current for 2026
The form is written for the parent/sub structure. It issues all stock to the parent, seats parent designees, and flags the intercompany and separateness housekeeping that generic incorporation packages leave out.
How HDAi does this differently
Unlike a static form, HDAi runs a guided interview and assembles your Wholly-Owned Subsidiary Certificate 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.
- Effective date of this ownership certificate The date the certificate is executed and dated. It prints in the caption, the opening paragraph, and both signature blocks as the date first written above.
- Who is the parent company that will own the new subsidiary? This is the existing company that will hold 100% of the subsidiary's stock. We need its exact legal name, entity type, and home state to describe the ownership chain accurately.
- Name of the parent-company officer signing this certificate An authorized officer of the parent must sign. We print this name in the signature block and certification.
- Title of the parent-company signing officer The signer's office (President, CEO, Secretary, etc.) establishes their authority to bind the parent.
- Exact legal name of the new Delaware subsidiary Must match the name in the Delaware Certificate of Incorporation exactly, including the corporate suffix (Inc., Corporation, etc.).
- Name of the subsidiary officer accepting this certificate The subsidiary countersigns to acknowledge the stock issuance and its covenants. Name an authorized officer of the subsidiary (often a parent designee serving as an officer of the sub).
- Title of the subsidiary's signing officer The office held at the subsidiary (President, Secretary, etc.) that establishes authority to bind the subsidiary.
- What is the business purpose of the subsidiary? A short description of why the subsidiary is being formed and what it will do. This frames the corporate record and any lender or diligence review.
- Has the Delaware Certificate of Incorporation already been filed? If it is already on file, we recite the filing date. If it will be filed, we condition the share issuance and validity language on the Secretary of State accepting the filing.
- Date the Delaware Certificate of Incorporation was filed (or will be filed) This is the subsidiary's legal birth date with the Delaware Secretary of State; we reference it as the incorporation date.
- Has the subsidiary completed its organizational actions (bylaws adopted, officers appointed, share issuance authorized)? Confirms the subsidiary was properly organized under DGCL Sections 108 and 109. If yes, we add an organizational-consent recital.
- Total number of shares of common stock the subsidiary is authorized to issue The authorized share count from the Certificate of Incorporation. The subsidiary will issue some or all of these to the parent.
- Par value per share Delaware corporations set a par value (often $0.0001 or $0.001) or issue no-par stock. Used to compute stated capital and franchise tax exposure.
- Number of shares actually issued to the parent The shares the subsidiary issues to the parent at formation. For a wholly-owned sub this is typically all or a round number of the authorized shares, and 100% goes to the parent.
- Are the subsidiary's shares certificated or uncertificated? DGCL Section 158 permits either. Certificated shares are represented by a paper certificate bearing a legend; uncertificated shares are recorded in the stock ledger with a written notice sent to the holder.
- Stock certificate number(s) issued to the parent The number(s) on the physical certificate(s) representing the parent's shares (typically 'C-1' or '1').
- What does the parent pay for its shares? The consideration supporting the stock issuance. This must be lawful consideration under Delaware law (cash, property, or services rendered).
- Total value of the consideration paid by the parent The aggregate dollar value the parent contributes for its shares. Sets the subsidiary's initial capitalization. For non-cash consideration, this is the value the subsidiary's board fixes under DGCL Section 152.
- Describe the contributed property or other consideration Only needed if the parent is paying with something other than plain cash. Describe the assets, debt, or services.
- Name of the subsidiary's Delaware registered agent Every Delaware corporation must maintain a registered agent in the state. We name it for the record.
- Delaware registered office address The registered agent's Delaware street address, as stated in the Certificate of Incorporation.
- Principal place of business of the subsidiary Where the subsidiary will actually operate and keep its books. Often the same as the parent's offices.
- Will the subsidiary qualify to do business outside Delaware? List any state(s) where the subsidiary will register as a foreign corporation because it operates there. Leave blank if it will operate only in Delaware or nowhere yet.
- Name the initial director(s) of the subsidiary List the individuals who will serve on the subsidiary's initial board. For a wholly-owned sub these are usually parent officers.
- List the subsidiary's initial officers and their titles The initial officer slate appointed by the board. At minimum a president and a secretary are customary.
- Subsidiary's fiscal year end The accounting year end. Usually matched to the parent for consolidated reporting.
- How will the subsidiary be treated for U.S. federal income tax? A 100%-owned domestic corporation is a C-corp by default and joins the parent's consolidated return if the group elects to file one. This drives the tax representation.
- Parent's U.S. federal employer identification number (EIN) Optional. The parent's EIN, useful where the subsidiary joins a consolidated group. Leave blank to omit.
- Subsidiary's U.S. federal employer identification number (EIN) Optional. The subsidiary's own EIN once obtained from the IRS. Leave blank if not yet assigned.
- How did the parent's board authorize the formation and capitalization? Delaware permits board action at a meeting or by unanimous written consent. We recite the correct method.
- Governing law for the contractual undertakings in this certificate The subsidiary's internal affairs are always governed by Delaware law. This choice affects only the interpretation of the parent's contractual covenants. Choose Delaware unless counsel specifically wants another law for the contract terms.
- Which jurisdiction's law should govern the contractual undertakings? Free-text jurisdiction whose law will govern interpretation of the parent's covenants. Internal-affairs matters still remain under Delaware law.
Frequently asked
About the Wholly-Owned Subsidiary Certificate and how HDAi works.
What is a Wholly-Owned Subsidiary Certificate (Delaware)? +
A Wholly-Owned Subsidiary Certificate (Delaware) is the certificate used to form a Delaware C-corp owned 100% by an existing parent company. A company standing up a subsidiary to ring-fence a product line, IP, a regulated activity, or an international operation uses it.
Is HDAi's Wholly-Owned Subsidiary Certificate (Delaware) legally binding? +
The Wholly-Owned Subsidiary Certificate (Delaware) HDAi generates is a professionally drafted document that becomes binding once it is completed, reviewed, and properly signed. If you want a licensed Hart David Carson attorney to finish it, 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 Wholly-Owned Subsidiary Certificate (Delaware)? +
You can generate and download the Wholly-Owned Subsidiary Certificate (Delaware) 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 Wholly-Owned Subsidiary Certificate (Delaware) current for 2026? +
The form is written for the parent/sub structure. It issues all stock to the parent, seats parent designees, and flags the intercompany and separateness housekeeping that generic incorporation packages leave out.
How long does the Wholly-Owned Subsidiary Certificate (Delaware) take? +
Estimated time about 16 min (32 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 Wholly-Owned Subsidiary Certificate (Delaware) 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.
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