Where can I find Delaware corporate formation documents? I’m launching a startup where I plan to get venture funding.

QUESTION:

I’m launching a startup where I plan to get venture funding.   Where can I find Delaware corporate formation documents?  I’m looking for angel & VC funding, so I want something that would be acceptable to both.

ANSWER:

Below is a link to the formation documents for a Delaware Corporation provided by Orrick.  You need to check with your counsel to make sure these work with your company.

Go see Corporate Formation Docs

Incorporation Questionnaire

This form should be filled out completely. Ask your Orrick contact about any questions you may have, but try not to leave any blanks. There are a number of choices to be made as a threshold matter, such as choice of entity (corporation, LLC, partnership, etc.) and choice of jurisdiction (Delaware, California, etc.). These are questions you should discuss with an attorney.

Certificate of Incorporation

This document sets forth the Company’s initial authorized capitalization, among other things. This Certificate of Incorporation is appropriate for a typical start-up company – at the time of an initial public offering a number of changes should be considered.

Bylaws

The Bylaws provide the procedural mechanics required by Delaware law, including establishing the number of authorized directors. These Bylaws are appropriate for a typical start-up company – at the time of an initial public offering a number of changes should be considered.

Action by Written Consent of Incorporator

This document appoints the initial Board of Directors and adopts the Bylaws of the Company.

Initial Organizational Resolutions of the Board of Directors

This document completes the organization of the Company by appointing the Officers and authorizing the issuance of shares to the Stockholders, among other things.

SS-4 and Filing Instructions to Obtain an EIN

The IRS Web site allows you to obtain an employer identification number once the Company is incorporated.

NOTE: Keep in mind that the answer to this question will vary from case to case.   It’s best to seek advice from your own legal counsel in an issue this complex.  Before making any business decisions based on information on this site, it is your responsibility to check with your counsel or professionals familiar with your situation.

Founders Tip: Consider using a filing service such as LegalZoom where they file all the documents with the state, get your record book, and more.