Certificate of Incorporation
1. Name.
The name of the Corporation (“Corporation”) is ___________________________.
2. Principal Office and Registered Agent.
The Corporation’s registered office in the State of _________________ is in the City of _________________, County of _______________________. Its registered agent’s name and address is: ___________________________________________________________________.
3. Purposes.
The nature of the business or purposes to be conducted or promoted is to engage in any lawful act or activity for which corporations may be organized under the General Corporation Law of the State of __________________________.
4. Capital Stock.
The total number of shares of capital stock that the Corporation shall have authority to issue is ____________________, all of which are to be common stock.
5. Existence.
The Corporation is to have perpetual existence.
6. Liability of Stockholders.
The private property of the stockholders shall not be subject to the payment of corporate debts.
7. Management.
Subject to the provisions of the laws of the State of ________________, the following provisions are adopted for the management of the business and for the conduct of the affairs of the Corporation, and for defining, limiting and regulating the powers of the Corporation, the directors and the stockholders:
(a) The books of the Corporation may be kept at such place or the Board of Directors may from time to time designate.
(b) The business of the Corporation shall be managed by its Board of Directors; and the Board of Directors shall have power to exercise all the powers of the Corporation, including but limited to the power to create mortgages upon the whole or any part of the property of the Corporation, real or personal, without any action of or by the stockholders, except as otherwise provided by statute or by the Bylaws.
(c) An increase in the number of directors shall be deemed to create a vacancy or vacancies in the Board of Directors, to be filled in the man
Corp.