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Delaware Certificate of Incorporation A Stock Corporation (With Director’s Liability) |
The Delaware Certificate of Incorporation A Stock Corporation (with Directors Liability) may be filed either by mail or fax to the Corporate Division of the Delaware Secretary of State. The complete package should contain the original and completed certificate filing cover memo, certificate of incorporation, and all required paperwork should be submitted with full payment of all state filing fees and chosen options. The filing fee for these articles will be a base of $89.00 plus $9.00 per additional page. If you wish to have the processing expedited, there will be a fee of $1000.00 for one hour processing or $500.00 for two hour processing. These are top priority expediting fees. One day and 24 hour expediting fee will depend upon a variety of factors and thus times and fees for this will require contacting the Delaware Corporate Division directly at (302) 739-3073.
The submittal package may be either mailed to Delaware Division of Corporation, 401 Federal Street – Ste 4, Dover, DE 19901 or faxed to 302.739.3812. You may pay by either check or credit card when mailing the articles but if you are faxing them payment may only be submitted via credit card. It should be noted the Certificate of Incorporation A Stock Company (with Director’s Liability) can hold a Director responsible for violating any of the terms noted within it.
How to File
Step 1 – Go to the Delaware Division of Corporations “Corporate Forms and Certificates For A Corporation” and locate the link labeled “Filing Cover Memo” to obtain the required cover page or you may download it here: Corporate Certificate Cover Memo
Step 2 – The first row of boxes will be to indicate the Priority level the Delaware Secretary of State should assign the filing of these Articles. There will be an appropriate service fee for each level of Expediting. If the articles should be a Priority 1 (1 Hr) processing a payment of $1,000 must accompany the other filing fee. If the articles, being submitted, should be Priority 2 (2 Hr) processing then include an additional $500.00 filing fee. Priority 3 (Same Day) and Priority 4 (24 Hour) processing should be assigned then you must call the Delaware Division of Corporation at (302) 739-3073 for the specific dollar amount of the expedited service fee. Priority 7 is considered regular processing and will be covered by the state filing fees.
Step 3 – There will also be an option to certify the returned documents from this filing. You may indicate you desire this, by entering the Name of the Company/Entity being formed in the “Certification Request Information.” If you have a file number then enter this next to the words “File Number.” If you request this service, you must pay the $50.00 certification fee at the time of filing. If do not wish to have the returned documents certified, then do not fill in this section.
Step 4 – The next row will contain two sections. The section on the left is the “Type of Certificate Requested” section. Here, indicate the type of certificate you are applying for. At the bottom of this section, indicate if you are submitting a check payment by entering the Check Number used and the payment amount listed on the check.
Step 5 – The section on the right is “Method of Return.” Indicate how you would like the return items to be sent to you. You may select Messenger/Pick-Up, Express Mail, Regular Mail or Other. If you select Express Mail, make sure to indicate the Account Number of your express mail account in the space provided. If there is an alternate means of delivery then select “Other” and specify in the space provided.
Step 6 – The next section is titled “Comments/Filing.” This will be where you may include any information that would be considered relevant to the submission of these articles or the formation of this corporation.
Step 7 – The final section, “Credit Card Information,” will give the opportunity to pay the full amount due by credit card. In the space labeled “CC#,” enter the credit card number to be charged. The next line will require the Expiration Date of this card, then enter the Security Card on the back of the card. The Delaware Secretary of State will accept American Express, Discover, MasterCard, or Visa.
Step 8 – Next, visit “Corporate Forms and Certificates For A Corporation” web page. Then locate the link labeled “Stock Corporation – Directors Liability.” Select this link and download the Certificate of Incorporation A Stock Corporation – Directors Liability.”
Step 9 – In the first item, enter the name of the corporation being formed in the space provided.
Step 10 – In item 2, report the Street Address, City, County, Zip Code, and Full Name of the Registered Agent who has agreed to receive court documents on behalf of the corporation being formed in the event it is sued.
Step 11 – In item 3, define the purpose of the corporation being formed. This should include why the corporation is forming and how it will conduct business.
Step 12 – Item 4 shall requirae a summary of the Total Number of Shares this corporation will be authorized to dispense as well as the Par Value of Stock.
Step 13 – Item 5 shall solidify the Board of Directors’ responsibility of determining the Powers, Preferences, Rights, Qualifications, Limitations/Restrictions of the Corporation being formed.
Step 14 – In Item 6, enter the Name and Address of the of each Incorporator in the space provided.
Step 15 – Item 8 will disclose important information regarding the Directors of this corporation. This section should be read carefully.
Step 16 – In the last paragraph, report the Day, Month, and Year this form is being signed by the Incorporator.
Step 17 – At the end of this document, each Incorporator must provide his/her signature next to the word “By.” The Printed Name of the signature party must appear on the blank line below the signature. If there are multiple Incorporators, a separate sheet of paper bearing the Signature and Printed Name of each one should be attached.
Step 18 – The submittal package should consist of the articles of incorporation, corporate cover memo, all required paperwork that must accompany the articles, and full payment for all fees due. You may mail this package to Delaware Division of Corporation, 401 Federal Street – Ste 4, Dover, DE 19901 or faxed to 302.739.3812. It should be noted payment by check may only be submitted if filing by mail.
