YouTube actually started as a corporation, filing its Certificate of Incorporation with the Delaware Division of Corporations on October 3, 2005. This Certificate gives the entity's basic information such as the name, the status with the State and displays the seal of the Secretary of State. In determining the fair value of the preferred stock based on the certificate of incorporation, a Delaware court will not consider speculative or probable contractual features of the preferred stock. The fee to file the Certificate is $89.00. We use cookies to improve security, personalize the user experience, enhance our marketing activities (including cooperating with our marketing partners) and for other business use. Corporations are no different. (For example, common stock is a class, and preferred stock is a class.) The articles of incorporation are the founding documents of a corporation. The first step is to locate your Secretary of State's website. Obtain business licenses. Foreign corporations registered in Delaware pay a $125 report fee. Companies that file for incorporation must indicate the name that the business will use to conduct its operations. Compared to a corporation, an LLC offers much more flexibility and minimal red tape. Incorporating in Delaware is fairly simple and starts by filing the Certificate of Incorporation (often referred to as the Articles of Incorporation in other states). The bylaws are the internal laws of the corporation. You can file it online or by mail with the Delaware Department of State's Division of . The name, address, and signature of one or more incorporators. The United Arab Emirates Certificate of Incorporation is issued by the United Arab Emirates companies registry when a United Arab Emirates company is incorporated it includes the company name, company number, date of incorporation and states that a company is registered. If you already have a Delaware entity and need to retrieve plain or certified copies of your Articles, click here. The fee is the same for both. Depending on the state, the names and addresses of your initial directors may be required. Certificate of Incorporation . File Delaware Certificate of Incorporation. We provide free Delaware Certificate of Incorporation above in a PDF . This includes your Division of Corporation fees, filing fees, data entry fees, and county recording fee for one-page documents (additional pages cost $9). The articles of incorporation are the primary legal document for the company, but the . Corporate Charter: A corporate charter simply referred to as "charter" or "articles of incorporation" is a written document filed with a U.S. state by the founders of a corporation . The undersigned, a natural person eighteen years of age or older, hereby establishes a corporation pursuant to the General Corporation Law of the State of Delaware and adopts the following Certificate of Incorporation which reads in its entirety as follows: ARTICLE I NAME The Articles of Incorporation includes essential information such as the legal name of the HOA, address, and the association's corporate status. Obtain an employer identification number (EIN). They generally are filed with the Secretary of State in the U.S. State where the company is incorporated, or other company registrar. This role is primarily executed before the business is formed, with the incorporator taking key steps to ensure that the corporation is eventually recognized legally. There are four payment options to choose from when you want to get a Certified Copy of Articles of Incorporation. Notifications of Franchise Taxes and Annual Reports are sent to Delaware Resident Agents in December of each year. You can also stay current on Delaware Corporate Law . When a company's articles of incorporation are approved, the business becomes a separate legal and tax-paying entity from its owners (known as . Franchise Tax - Filed in concert with your annual report is Delaware's Franchise Tax. There are also annual costs in many states in addition to the initial filing fee. Any adult may be an incorporator. A Delaware Certificate of Dissolution is a document filed with the Delaware Secretary of State's office by a corporation to indicate it is no longer in business and has been terminated. Again, this is public information. a Delaware corporation . The lowest filing fee is for the state of Kentucky, at $40. Once your corporation has been approved, you will receive confirmation from the State of Wyoming and a certificate of formation. Turnaround time for a copy of the Articles of Incorporation is same day, generally within two hours, during normal business hours (M-F; 9:00am to 5:00pm EST). Delaware's requirements include: Officers. Priority 3 expedited processing - $60, same day service. For the sake of an example, we will use California. You may find that your original Certificate of Incorporation served as a good initial baseline for the business you were trying to create, but some things have changed. The Delaware Annual Report fee is $50 plus taxes, both due at the time the Annual Report is filed. You can obtain a certificate of excellent standing from your state's . The certificate must include: This is generally the person who files the certificate of incorporation. Prepare nonprofit bylaws. If you have any questions about your Articles of Incorporation or Articles of Formation documents, feel free to give us a call at 800-223-3928. It's a copy of what the state office has on record. Tarrant Texas Restated Certificate of Incorporation - Delaware. Certificate of Incorporation Non-Stock Corporation Dear Sir or Madam: Enclosed please find a copy of the Certificate of Incorporation to be filed in accordance with the General Corporation Law of the State of Delaware. Articles of incorporation, also referred to as the certificate of incorporation or the corporate charter, is a document or charter that establishes the existence of a corporation in the United States and Canada. The fee to file the Certificate is $89; the a minimum of Hold a meeting of your board of directors. - 401 Federal Street - Suite 4 - Dover, DE 19901. Incorporation in Delaware is quick and painless, whereas the New York State Department of State regularly rejects certificates of incorporation, causing delays in incorporation as well as increased legal fees relating to time spent negotiating with the state and revising the language of the certificate. Expedited Processing of Articles of Incorporation. A certificate of excellent standing, or certificate of existence, shows that a company has paid taxes, filed needed files, and otherwise abided by guidelines in business's state of formation. The name must include the term "Inc" or "Incorporated" to differentiate the company from non-incorporated businesses. Documents can be sent in real time online or by mail, and you can add an accompanying note (which will no doubt be generated automatically when submitted online). Individual Business Functions. An articles of incorporation (sometimes called a " certificate of incorporation ") is a form that states require to set up a corporation ( C Corporation ). Long Form Good Standing Certificate New York Department of State, Division of Corporations, One Commerce Plaza, 99 Washington Avenue, Albany, NY 12231. We use cookies to improve security, personalize the user experience, enhance our marketing activities (including cooperating with our marketing partners) and for other business use. This tax has a minimum payment of $175 and is due on March 1 each year. Dear Sir or Madam: Enclosed please find a form for a Certificate of corporation In for a Public Benefit Corporation to be filed in accordance with Sections 102 and 362of the General Corporation Law of the State of Delaware. Stock. Priority 4 - $50, 24-hour service. UAE Certificate of Incorporation. Priority 2 expedited processing - $500, two-hour service. Cheyenne, WY 82002-0020. This internal document governs the affairs of the company and is not filed in the public record. This certificate is very similar to a standard for-profit corporation, with some additional language that is included to create the benefit corporation. Like a constitution, they are the documents that bring the corporation into existence. The company's Operating Agreement sets forth an LLC's ownership. If you have any questions about ordering a copy of your Articles of Incorporation, please call us at 800-223-3928 . The corporation organized and existing under and by virtue of the General Corporation Law of the State of Delaware does hereby certify: FIRST: That at a meeting of the Board of Directors of CAREERLINK HOLDINGS, INC. resolutions were duly adopted setting forth a . The Delaware LLC Certificate of Formation remains on file with the Delaware Secretary of State, and is required to contain only three items: the name of the Delaware LLC the address of the Delaware LLC's registered office for a Public Benefit Corporation . In the state of New York, the Certificate of Incorporation includes the name of the corporation, the business purpose, the county which the business was formed, the total number of shares, the process address, the formation date and length of existence, and is signed by the incorporators. This document should include, at a minimum, the name of the entity, the registered agent address, the authorized stock and par value (if any), and any additional information you . Please provide an express mail account number with your order for Fed-X or UPS express service return. If you have excess authorized shares, you can issue those with much less effort, typically just approval of the board of directors. Appoint a registered agent. OF CERTIFICATE OF INCORPORATION . The certificate of incorporation must include the company's purpose, the corporation's name, the name and address of any incorporators, the company's registered office address, how many shares will be authorized and issued, and a description of the classes of stock. The Division of Corporations will return a stamped certificate of incorporation after your filing is accepted by the state of Delaware. More than one million business entities take advantage of Delaware's complete package of incorporation services, including modern and flexible corporate laws, our highly-respected Judiciary and legal community, a business-friendly government, and the customer-service-oriented staff of the Division of Corporations. After filing online, you will receive an email filing acknowledgement with your filing receipt attached in PDF format. Some articles also contain a few basic functions of the HOA. Certificate of Incorporation . Choose a name for your nonprofit. Some states, such as Delaware, require you to also include the incorporator's address. These fees range widely depending upon the state. There is a minimum deposit fee of $89 for (1 . Ch. This Certificate of Formation is the only document you are required to file in order to create a Delaware LLC. Delaware Annual Report: All Delaware domestic corporations must file an Annual Report and pay any taxes and fees due. 2009), the Delaware Court of Chancery rejected an . LLC vs. Incorporation One of the first and most important steps when incorporating is choosing the entity type that offers the greatest potential benefit for your business. (a) a corporation may, whenever desired, integrate into a single instrument all of the provisions of its certificate of incorporation which are then in effect and operative as a result of there having theretofore been filed with the secretary of state 1 or more certificates or other instruments pursuant to any of the sections referred to in 104 200 West 24th Street. Once you complete Delaware's Articles of Incorporation you become a non-profit corporation. Priority 1 expedited processing - $1,000, one-hour service. The fee to file the Certificate is a minimum of $89; the authorized stock listed in (a) the total number of shares of all classes of stock that the corporation shall have authority to issue is 5,000,000,000 which shall be divided into two classes as follows: (i) 3,500,000,000 shares of c ommon stock, $0.01 par value per share (" common stock"); and (ii) 1,500,000,000 shares of preferred stock, $0.01 par value per share Why Incorporate in Delaware? 2. The information required in the formation document varies by state. A Delaware corporation is considered to exist when its certificate of incorporation has been filed with the Secretary of State. File Form 1023 for federal tax exemption. The original Certificate of Incorporation of the Corporation was filed with the Secretary of State of the State of Delaware and effective on April 23, 2020. This may, but need not, be an officer, director, or shareholder of the company. Over the past decade or so, courts have been willing to apply the "contractarian" theory to the organizational documents of corporations: charters (certificates or articles of incorporation) and bylaws. Officer names and addresses are not required to be listed in the Certificate of Incorporation. Generally, the certificate is brief because very few items must be covered in the certificate to make it effective. Step 4: File the Delaware Certificate of Incorporation. There are no endorsements, stamps or seals on a Plain Copy. Signed and Attested to by: _______________________________ [Incorporator Name] Incorporator Articles of Incorporation. This costs money (legal fees and filing fees). It dissolves the corporation completely and authorizes the state to cancel all filings related to that business entity as if it never existed. This document, while necessary, doesn't consist of much. The articles of Incorporation map where and when your organization was formed and other information related to its existence. The focus would be more or less similar to the provisions of 501 (c) (3) organizations as required by the IRS. To request a copy of your certificate of incorporation (or articles of incorporation) in California, you should go to the California Secretary of State website at www.sos.ca.gov. Annual report costs - Delaware charges domestic corporations $50 for an annual report. Watch our video to compare the two most common entity types chosen by new businesses, corporations and limited liability companies, and learn about the advantages and . CERTIFICATE OF INCORPORATION OF CHAY ENTERPRISES, INC. Submit the completed Certificate of Incorporation to the Delaware Division of Corporations online or by mail, The Certificate of Incorporation will be submitted online on the Division of Corporations' website or through mail to the Delaware corporation. A Delaware corporation charges $89 for filling. There is a minimum state fee of $89 to incorporate in Delaware. Complete and file the Certificate of Incorporation with the Department of State. King Washington Restated Certificate of Incorporation - Delaware. Articles of Incorporation. for Stock Corporation . the certificate of incorporation, bylaws and organizational minutes) are largely boilerplate and "canned" organizational documents are readily available for entrepreneurs who desire to incorporate without hiring a lawyer (see examples of these documents and generate your own in the go docs The mailed filings process may take weeks . Is a certificate of good standing the same as articles of incorporation. Delaware corporate law provides that an amendment to the Certificate of Incorporation requires the approval of a majority of the outstanding stock entitled to vote and at least a majority of the outstanding stock of each class entitled to vote as a class. We can provide you with either. STATE OF DELAWARE CERTIFICATE OF AMENDMENT. When an attorney is hired to prepare and file the certificate, the attorney is often the . For example, in In re Appraisal of Metromedia International Group, Inc., 971 A.2d 893 (Del. A Certified Copy typically includes an additional page with a certification . This requires a board and stockholder vote, and then a document to be filed in Delaware or the state of your incorporation. There may be certain issues that a corporation also wants to include. The highest filing fee is for Texas, at $300. Business search Your corporation has legal status created by filing a Memorandum of Incorporation - Corporation with the Secretary of State of Delaware. You will want to retain this certified copy, as you will need it in order to register for a business bank account and setup other core financial services like payroll and insurance. Also known as the articles of incorporation or a corporate charter, this document is essential for doing business as a corporation. (1) the certificate of incorporation, and any other instrument to be filed before the election of the initial board of directors if the initial directors were not named in the certificate of incorporation, shall be signed by the incorporator or incorporators (or, in the case of any such other instrument, such incorporator's or incorporators' File periodic reports. Name and address of the registered agent. The Certificate of Incorporation is the document that officially creates your Delaware corporation. It's filed with the state upon the formation of . If ordered after hours, the document will be delivered the next morning. When you form an entity with The Incorporators Ltd., the document is included as a part of all of our packages. a corporation's organizational documents (i.e. You may be required to provide a Certified Copy of your Articles of Incorporation/Formation, though a Plain Copy may be acceptable in certain situations. It's a baseline fee that varies based on your stock entities. Think of this as the "Birth Certificate" of your corporation. Expedited services include 1 hour service ($1000), 2 hour service ($500), same day service ($100-$200), and next day service ($50-$100). Step 1: Determine if you need to change tour Delaware Certificate of Incorporation Businesses regularly grow and expand. If you have any questions about Articles of Incorporation, give us a call at 800-223-3928 or contact us here . Dear Sir or Madam: Enclosed please find a form for a Certificate of Incorporation for a Stock Corporation to be filed in accordance with Section of the General Corporation Law of the State of 102 Delaware. The certificate must include the name of the entity, the name and address of the registered agent, and the name, address and signature of the person authorized to file the certificate (the "incorporator"). In most states, this same form is called "Articles of Incorporation," but a handful of states, including Delaware, use the term "Certificate of Incorporation" instead. Delaware offers expedited processing for articles of incorporation. Name of corporation. If your document is more than 1 page, you must submit $9.00 for each additional page. State the Number of Shares The bylaws and articles of incorporation serve entirely different purposes. This is the person who prepares and files the articles of incorporation for the company. On November 8, 2006, just 13 months and five . defined in 1-101(f) to include the articles of incorporation as amended, corrected or Unless otherwise specifically noted, statutory citations are, in the case of Maryland, to the Corporations and Associations Article of the Annotated Code of Maryland and, in the case of Delaware, to Title 8 of the Delaware Code Annotated. The incorporator must sign the corporation's articles of incorporation before filing with the state in which the . Anebulo Pharmaceuticals, Inc., a corporation organized and existing under the laws of the State of Delaware (the "Corporation"), hereby certifies as follows: A. Email filing acknowledgement with your delaware certificate of incorporation vs articles of incorporation Report is filed - $ 1,000, one-hour service fee that varies on., filing its Certificate of Incorporation information required in the public record $, For doing business as a part of all of our packages are endorsements. 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