Gershenson Law - Delaware Incorporation Forms: Certificate of Incorporation lyrics

CERTIFICATE OF INCORPORATION OF [CORPORATION NAME] ARTICLE I The name of the corporation is [Corporation Name] (the “Corporation”). ARTICLE II The address of the Corporation's registered office in the state of Delaware is [Address of Registered Agent], [County of Registered Agent]. The name of its registered agent at such address is [Name of Registered Agent]. ARTICLE III The purpose of the Corporation is to engage in any lawful act or activity for which corporations may be organized under the Delaware General Corporation Law. ARTICLE IV The aggregate number of shares which the Corporation shall have authority to issue is [Number of Shares] shares of capital stock all of which shall be designated “Common Stock” and have a par value of $[Par Value Amount]. ARTICLE V The business and affairs of the Corporation shall be managed by or under the direction of the Board of Directors. Elections of directors need not be by written ballot unless otherwise provided in the Bylaws of the Corporation. In furtherance of and not in limitation of the powers conferred by the laws of the state of Delaware, the Board of Directors of the Corporation is expressly authorized to make, amend or repeal Bylaws of the Corporation. ARTICLE VI 6.1 Limitation of Personal Liability. To the fullest extent permitted by the Delaware General Corporation Law, as it presently exists or may hereafter be amended from time to time, a director of the Corporation shall not be personally liable to the Corporation or its stockholders for monetary damages for breach of fiduciary duty as a director. If the Delaware General Corporation Law is amended to authorize corporate action further eliminating or limiting the personal liability of directors, then the liability of a director of the Corporation shall be eliminated or limited to the fullest extent permitted by the Delaware General Corporation Law, as so amended. 6.2 Indemnification The Corporation shall indemnify to the fullest extent permitted by law any person made or threatened to be made a party to an action or proceeding, whether criminal, civil, administrative or investigative, by reason of the fact that he, his testator or intestate is or was a director or officer of the Corporation or any predecessor of the Corporation, or serves or served at any other enterprise as a director or officer at the request of the Corporation or any predecessor to the Corporation. Neither any amendment nor repeal of this Article VI, nor the adoption of any provision of the Corporation's Certificate of Incorporation inconsistent with this Article VI, shall eliminate or reduce the effect of this Article VI in respect of any matter occurring, or any action or proceeding accruing or arising or that, but for this Article VI, would accrue or arise, prior to such amendment, repeal or adoption of an inconsistent provision. ARTICLE VII Unless the Corporation consents in writing to the selection of an alternative forum, the Court of Chancery of the State of Delaware shall be the sole and exclusive forum for (A) any derivative action or proceeding brought on behalf of the Corporation, (B) any action or proceeding a**erting a claim of breach of a fiduciary duty owed by any director or officer of the Corporation to the Corporation or the Corporation's stockholders, (C) any action or proceeding a**erting a claim against the Corporation arising pursuant to any provision of the Delaware General Corporation Law or the Corporation's Certificate of Incorporation or Bylaws, or (D) any action or proceeding a**erting a claim against the Corporation governed by the internal affairs doctrine. ARTICLE VIII The name and mailing address of the incorporator are as follows: [Name of Incorporator] [Mailing Address of Incorporator] Executed on [Date]. _____________________________ [Signature of Incorporator] [Name of Incorporator] Incorporator