[{"data":1,"prerenderedAt":510},["ShallowReactive",2],{"document-certificate-of-incorporation-D1005":3},{"document":4,"label":23,"preview":11,"thumb":24,"thumb600":25,"description":5,"descriptionCustom":6,"apiDescription":5,"pages":8,"extension":10,"parents":26,"breadcrumb":30,"related":36,"customDescModule":184,"customdescription":6,"mdFm":185,"mdProseHtml":509},{"description":5,"descriptionCustom":6,"label":7,"pages":8,"size":9,"extension":10,"preview":11,"thumb":12,"svgFrame":13,"seoMetadata":14,"parents":15,"keywords":22},"CERTIFICATE OF INCORPORATION OF [COMPANY NAME] This Certificate of Incorporation of [YOUR COMPANY NAME] (the \"Agreement\") is made and effective [DATE], BY: [INCORPORATOR NAME] (the \"Incorporator\"), a corporation organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at: [COMPLETE ADDRESS] AND: [YOUR COMPANY NAME] (the \"Company\"), a corporation organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at: [YOUR COMPLETE ADDRESS] NAME OF CORPORATION The name of the corporation is [Name of Corporation]. ADDRESS OF CORPORATION The address of the registered office of the corporation in the [State/Province] of [STATE/PROVINCE]. The name of its registered agent at that address is [NAME]. PURPOSE OF CORPORATION The purpose of the corporation is to engage in any lawful act or activity for which corporations may be organized under the [General Corporation Law] of the State of [STATE/PROVINCE]. TOTAL NUMBER AND VALUE OF SHARES The total number of shares of stock which the corporation has authority to issue is [NUMBER] shares, all of which shall be Common Stock, [AMOUNT] par value per share. 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Prepared By: [YOUR NAME] [YOUR JOB TITLE] Phone 555.555.5555 Email info@yourbusiness.com www.yourbusiness.com GENERAL BY-LAWS OF [YOUR COMPANY NAME] TABLE OF CONTENTS Pages 1. SEAL AND OFFICES 5 1.1. Corporate Seal 5 1.2. Registered Office 5 1.3. Other Offices 5 2. MEMBERSHIP 5 2.1. Definition of Person 5 2.2. Membership 5 2.3. Condition of Membership 6 2.4. Application for Membership 6 2.5. Membership Dues 6 2.6. Registration of System Members 6 2.7. Withdrawal 6 2.8. Removal 7 2.9. Regional Associations 7 3. MEETINGS 7 3.1. Fiscal Year and Time of Annual Meeting 7 3.2. Annual Meeting 7 3.3. Auditors' Report 7 3.4. General and Special General Meetings 7 3.5. Regional Meetings 8 3.6. Vote Allocation to Each Voting Member 8 3.7. Majority of Votes to Determine Question 8 3.8. Notice of Meeting Quorum 8 3.9. Error or Omission 8 3.10. Rules 8 4. BOARD OF DIRECTORS 9 4.1. Range 9 4.1.1. Directors - System Members 9 4.1.2. Directors - Service Members 9 4.1.3. Director - Trade Members 9 4.1.4. Certain Ex-officio Directors 9 4.1.5. Directors - Regions 10 4.1.6. Regions 10 4.2. Directors - Qualification 10 4.3. Directors - Re-election 10 4.4. Chairman Ex-officio Director 11 4.5. Vacation of Office 11 4.6. Directors' Meetings 12 4.7. Remuneration 12 4.8. Resignation 12 4.9. Powers - General 12 4.10. Agents, Employees 12 4.11. Remuneration - Agents, Employees 13 4.12. Delegation 13 4.13. Borrowing 13 4.14. Delegation Borrowing 13 4.15. No Restriction - Borrowing 13 4.16. Committees 13 5. EXECUTIVE COMMITTEE 14 5.1. Executive Committee 14 5.2. Powers 14 5.3. Meetings 15 5.4. Quorum 15 6. OFFICERS 15 6.1. Officers 15 6.2. Chairman 15 6.3. President 15 6.4. Secretary 16 6.5. Treasurer 16 6.6. Immediate Past Chairman 16 6.7. Absence of Chairman 17 6.8. Directors to Occupy Offices 17 6.9. Removal 17 6.10. Remuneration 17 7. INDEMNITIES TO DIRECTORS, OFFICERS AND OTHERS 17 7.1. Indemnity 17 8. NOMINATING COMMITTEE 17 8.1. Nominating Committee 17 8.2. Duties 17 9. EXECUTION AND CERTIFICATION OF DOCUMENTS 18 9.1. Execution 18 10. RULES AND REGULATIONS 18 10.1. Rules 18 10.2. Construction 18 11. AMENDMENT OF BY-LAWS 18 11.1. Amendment 18 11.2. Previous By-Laws 18 GENERAL BY-LAWS OF [YOUR COMPANY NAME] These General By-Laws are made and effective [DATE]. SEAL AND OFFICES Corporate Seal The corporate seal shall have inscribed thereon the name of [YOUR COMPANY NAME], referred hereto as the \"Corporation\". Registered Office The head office of the Corporation shall be in the City of [NAME OF THE CITY] in State/Province of [STATE/PROVINCE] or elsewhere in COUNTRY/STATE/PROVINCE] as may be determined from time to time by by-law of the Corporation pursuant to the applicable provisions of the [COUNTRY] Corporations [ACT/LAW/RULE] (the \"Act\"). Other Offices The Corporation may establish such other offices and agencies elsewhere within [COUNTRY/STATE/PROVINCE] as the board of directors of the Corporation (the \"Board of Directors\" or the \"Board\") may designate. MEMBERSHIP Definition of Person For the purposes of this By-law \"person\" includes a corporation, a subsidiary or division thereof, a partnership, joint venture, an individual or other entity. Membership Membership in the Corporation shall be limited to persons directly or indirectly engaged in, or supplying goods, equipment and services to the [INDUSTRY/MARKET] and shall consist of the following classes Voting members (the \"Voting Members\"): system members (the \"System Members\"), being persons engaged in the operation of the business; and service members (the \"Service Members\"), being persons engaged in the operation of services offered. Voting Members shall be entitled to receive notice of, to attend and to vote at all meetings of members as provided in this By-law. Non-voting members (the \"Non-Voting Members\"): trade members (the \"Trade Members\"), being persons engaged in the supply of goods, equipment, non-licensed services and other licensed distribution services to System Members; and associate members (the \"Associate Members\"), being persons who qualify for membership in the Corporation as described in Article [NUMBER] above, but are ineligible for membership as a System, Service or Trade Member. Subject to the provisions of Article [NUMBER], Non-Voting Members may receive notice of and attend all meetings of members provided that, they shall not be entitled to vote thereat. Condition of Membership A condition of membership in either of the [PERCENTAGE %] classes shall be that such membership shall not in the determination of the Board, either at the time of application or at any other time, prejudice the best interests of the Corporation or of a majority of its members. Application for Membership Application for membership shall be made in writing addressed to the Secretary in such form as the Board of Directors may from time to time prescribe. Election to membership shall be by majority vote of the directors (the \"Directors\" or \"Director\") present at any meeting of the Board. All applicants approved for membership shall abide by the Letters Patent, Supplementary Letters Patent and by [YOUR COUNTRY LAW] of the Corporation. Membership Dues Membership dues for each class or sub-class of members shall be that sum as is fixed by the Board of Directors from time to time. Registration of System Members Each and every System Member of the Corporation operating [NUMBER] or more systems, or having a sole or controlling interest in [NUMBER] or more persons operating such systems shall, as a condition of membership in the Corporation, register each and every one of such persons as System Members. For the purposes of this By-law, a System Member is deemed to control or have controlling interest in a person operating a [SYSTEM] where the System Member beneficially owns more than [PERCENTAGE %] percent: of the share capital (having full voting rights under all circumstances) of such person, if a corporation; or of any other ownership interest (having full voting rights under all circumstances) of such person, if not a corporation. Withdrawal Any members may withdraw from the Corporation by delivering a written resignation to the Secretary. Such member shall pay all membership dues due at the date of his, her or its resignation. Removal Any member may be required to resign by resolution of the Board of Directors. Prior to the adoption of such resolution the member affected shall have the right to appear before the Board of Directors and to be heard. Regional Associations The System Members of the Corporation may from time to time form an additional association of a regional or provincial nature. The Board of Directors, by resolution, may recognize such an association as an affiliate of the Corporation, provided that [PERCENTAGE %] percent of the subscribers served by those System Members constituting such association are also served by System Members of the Corporation and that the letters patent, supplementary letters patent, by-laws, rules, regulations or actions of such association, do not, at any time, prejudice the best interests of the Corporation or a majority of its members. The Board of Directors may, by resolution, revoke its recognition of any affiliate of the Corporation at any time, provided that such affiliate shall have the right to appear before the Board of Directors and to be heard. MEETINGS Fiscal Year and Time of Annual Meeting The fiscal year of the Corporation shall end on the last day of [MONTH] in each year and the annual meeting of the members (the \"Annual Meeting\") shall be held in [COUNTRY] within the [NUMBER] months following in such place and at such time and date as shall be designated by the Board of Directors. The Voting Members may resolve that a particular meeting of members be held outside [COUNTRY]. Annual Meeting At each Annual Meeting the Voting Members shall:","General By-Laws","19",513,"https://templates.business-in-a-box.com/imgs/1000px/general-by-laws-D1008.png","https://templates.business-in-a-box.com/imgs/250px/1008.png","https://templates.business-in-a-box.com/svgs/docviewerWebApp1.html?v6#1008.xml",{"title":94,"description":6},"general by-laws",[96,98],{"label":17,"url":97},"business-legal-agreements",{"label":20,"url":99},"incorporation-agreement","general by laws","/template/general-by-laws-D1008",{"description":103,"descriptionCustom":6,"label":104,"pages":105,"size":89,"extension":10,"preview":106,"thumb":107,"svgFrame":108,"seoMetadata":109,"parents":111,"keywords":110,"url":114},"SHAREHOLDERS AGREEMENT This Shareholders Agreement (the \"Agreement\") is made and effective [DATE], BETWEEN: [YOUR COMPANY NAME] (the \"Company\"), a company organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at: [YOUR COMPLETE ADDRESS] AND: [FIRST SHAREHOLDER NAME] (the \"First Shareholder\"), an individual with his main address located at OR a company organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at: [COMPLETE ADDRESS] AND: [SECOND SHAREHOLDER NAME] (the \"Second Shareholder\"), an individual with his main address located at OR a company organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at: [COMPLETE ADDRESS] AND: [THIRD SHAREHOLDER NAME] (the \"Third Shareholder\"), an individual with his main address located at OR a company organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at: [COMPLETE ADDRESS] WITNESSETH: WHEREAS, the present distribution of shares of the Company is as follows: Name Number of Shares WHEREAS, in order to insure the harmonious and successful management and control of the Company, and to provide for an orderly and fair disposition of shares of common stock of the Company now or hereafter owned by any Shareholder; NOW, THEREFORE, in consideration of the mutual promises of the parties hereto, and intending to be legally bound, the parties hereby agree as follows: Definitions and organisation of the company \"Offering Shareholder\" means any Shareholder, or his personal representatives, heirs, administrators, and executors, as the case may be, who pursuant to this Agreement must or does offer all or any of his Shares to the Company or the Continuing Shareholders. \"Continuing Shareholders\" means all Shareholders other than an Offering Shareholder. \"Shares\" means shares of Common Stock of the Company now or hereafter owned by any Shareholder. \"Buyer\" means the Company or those Continuing Shareholders who purchase an Offering Shareholder's Shares pursuant to this Agreement. \"Management Shareholder\" means First Shareholder, Second Shareholder and Third Shareholder. ORGANISATION OF THE COMPANY The affairs of the Company will be managed by a board of [NUMBER] directors unless changed by a unanimous Directors' Resolution. The present directors of the Company are [DIRECTORS' NAMES]. It is agreed that [SHAREHOLDERS' NAMES] shall each be entitled to elect one director to the board of directors of the Company so long as each is a Shareholder. Two (2) directors shall constitute a quorum for the transaction of any business at any meeting of the board of directors. At all meetings of the board of directors, every motion to be carried must receive a majority of the votes cast, subject to the provisions of subparagraphs 2.4 and 2.5. Unless otherwise agreed, board meetings will be held at the head office of the Company. In the event that a nominee to the Board of one of the Shareholders shall fail to vote and act as a director to carry out the provisions of this agreement, then the shareholders agree to exercise their right as shareholders of the Company and in accordance with the Articles of the Company to remove such nominee from the Board and to elect in the place or stead thereof such individual who will use his/her best efforts to carry out the provisions of this agreement but only in the event that the Shareholder whose nominee has been removed fails to appoint a successor within a period of fourteen days from the date such nominee has been removed. The election, appointment and determination of officers and the auditors and advisors of the Company, the defining of their duties and functions and the salaries and remuneration to be paid to them will be a function of the board of directors. Until changed by the board of directors, the Officers of the Company and their annual salaries shall be: Office Held: Director: [NAME] [SALARY] Secretary: [NAME] [SALARY] All direct out-of-pocket expenses will be reimbursed provided these falls within guidelines set out by the Board of Directors from time to time. Until otherwise agreed, each officer of the Company will commit to spending his/her full time on the affairs of the Company. Until changed by the board of directors, the auditors and advisors of the Company shall be: Auditor: Legal Advisors: There shall be kept, in such bank or banks (including trust companies) as may be determined by the board of directors, bank accounts of the Company in which shall be deposited all monies received by the Company in the course of carrying on business from time to time. All payments on account of the Company shall be made by cheques drawn on the bank account and all cheques, drafts or other instruments drawn and made for the purposes of the business of the Company shall be executed by such directors, officers or employees as may from time to time be authorized so to do by the board of directors. Subject to paragraph 2.6, all decisions relating to the management and control of the business of the Company shall be determined by the board of directors of the Company, provided always that the following matters shall be determined by a Special Directors' Resolution: any capital expenditures greater than xxxx; any lease commitments greater than xxxx; the acquisition of any business interests by the Company; the elections of officers of the Company; the payment of any cash dividends or stock dividends to Shareholders of the Company; the issuance of any debt obligations of the Company; the disposal of the whole or any part of the business, undertaking, or assets of the Company outside the normal course of business of the Company the transfer of any shares of the Company; changes or variations in the objects or powers of the Company; the liquidation or winding up of the Company; the approval of any contracts or transactions outside the normal course of business; the execution of any contract involving a consideration greater than xxxx within the normal course of business; the lending of money by the Company; the guarantee by the Company of the debts or obligations of any other person, firm or body corporate; any non-budgeted expenditures greater than xxxx; business plan and/or budgets. The following decisions shall be determined by a Unanimous Directors' Resolution: alterations, variations or changes to the authorized or issued capital of the Company; the salaries and bonuses of officers and directors of the Company; the issue, redemption or purchase of any Shares; and changes in the number of directors of the Company The Shareholders may pledge any of their Shares as security for any borrowings by them provided the pledgee executes an agreement, in writing, providing that the pledgee shall be subject to all of the terms of this Agreement. The board of directors shall meet at least four times during each fiscal year of the Company. Any director can call a meeting provided 10 days notice is given. Notice may be waived. During the first year from the date of this agreement, the board of directors shall meet on a monthly basis. Directors may elect to attend a board meeting by telephone conference call. Each Shareholder shall, for so long as s/he is the owner of shares of the Company devote such of his/her business, time and energy as may be reasonably required to carry on the business of the Company and the Shareholder shall use his/her best efforts, skill and abilities to promote the interests of the Company. Each Shareholder agrees that he/she will not engage, without the consent of the other Shareholders, in a business which is directly competitive to that of the Company. 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NOW, THEREFORE, it is agreed as follows: NON-DISCLOSURE OF CONFIDENTIAL INFORMATION Both Parties understand and agree that each Party may have access to the confidential information of the other party. For the purposes of this Agreement, \"Confidential Information\" means proprietary and confidential information about the Disclosing Party's (or it's suppliers') business or activities. Such information includes all business, financial, technical, and other information marked or designated by such Party as \"confidential\" or \"proprietary.\" Confidential Information also includes information which, by the nature of the circumstances surrounding the disclosure, ought in good faith to be treated as confidential. For the purposes of this Agreement, Confidential Information does not include: Information that is currently in the public domain or that enters the public domain after the signing of this Agreement. Information a Party lawfully receives from a third Party without restriction on disclosure and without breach of a non-disclosure obligation. Information that the Receiving Party knew prior to receiving any Confidential Information from the Disclosing Party. Information that the Receiving Party independently develops without reliance on any Confidential Information from the Disclosing Party. Each Party agrees that it will not disclose to any third Party or use any Confidential Information disclosed to it by the other Party except when expressly permitted in writing by the other Party. Each Party also agrees that it will take all reasonable measures to maintain the confidentiality of all Confidential Information of the other Party in its possession or control. TERM The term of this Agreement is [number] of [years/months] from the date of execution by both Parties. TITLE The Receiving Party agrees that all Confidential Information furnished by the Disclosing Party shall remain the sole property of the Disclosing Party. 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Number is [Insert], and its Business License Number is [insert]. Independent Contractor has complied with all Federal, State, and local laws regarding business permits, sales permits, licenses, reporting requirements, tax withholding requirements, and other legal requirements of any kind that may be required to carry out said business and the Scope of Work which is to be performed as an Independent Contractor pursuant to this Agreement. Independent Contractor is or remains open to conducting similar tasks or activities for clients other than the Company and holds themselves out to the public to be a separate business entity. Company desires to engage and contract for the services of the Independent Contractor to perform certain tasks as set forth below. Independent Contractor desires to enter into this Agreement and perform as an independent contractor for the company and is willing to do so on the terms and conditions set forth below. NOW, THEREFORE, in consideration of the above recitals and the mutual promises and conditions contained in this Agreement, the Parties agree as follows: TERMS This Agreement shall be effective commencing [Date], and shall continue until terminated at the completion of the Scope of Work which shall occur no later than [Date] or by either party as otherwise provided herein. STATUS OF INDEPENDENT CONTRACTOR This Agreement does not constitute a hiring by either party. It is the parties intentions that Independent Contractor shall have an independent contractor status and not be an employee for any purposes, including, but not limited to, [laws]. Independent Contractor shall retain sole and absolute discretion in the manner and means of carrying out their activities and responsibilities under this Agreement. This Agreement shall not be considered or construed to be a partnership or joint venture, and the Company shall not be liable for any obligations incurred by Independent Contractor unless specifically authorized in writing. Independent Contractor shall not act as an agent of the Company, ostensibly or otherwise, nor bind the Company in any manner, unless specifically authorized to do so in writing. TASKS, DUTIES, AND SCOPE OF WORK Independent Contractor agrees to devote as much time, attention, and energy as necessary to complete or achieve the following: [Describe]. The above to be referred to in this Agreement as the \"Scope of Work\". It is expected that the Scope of Work will completed by [Date]. Independent Contractor shall additionally perform any and all tasks and duties associated with the Scope of Work set forth above, including but not limited to, work being performed already or related change orders. Independent Contractor shall not be entitled to engage in any activities which are not expressly set forth by this Agreement. The books and records related to the Scope of Work set forth in this Agreement shall be maintained by the Independent Contractor at the Independent Contractor's principal place of business and open to inspection by Company during regular working hours. Documents to which Company will be entitled to inspect include, but are not limited to, any and all contract documents, change orders/purchase orders and work authorized by Independent Contractor or Company on existing or potential projects related to this Agreement. Independent Contractor shall be responsible to the management and directors of Company, but Independent Contractor will not be required to follow or establish a regular or daily work schedule. Supply all necessary equipment, materials and supplies. Independent Contractor will not rely on the equipment or offices of Company for completion of tasks and duties set forth pursuant to this Agreement. Any advice given Independent Contractors regarding the scope of work shall be considered a suggestion only, not an instruction. Company retains the right to inspect, stop, or alter the work of Independent Contractor to assure its conformity with this Agreement. ASSURANCE OF SERVICES Independent Contractor will assure that the following individuals (the \"Key Employees\") will be available to perform, and will perform, the Services hereunder until they are completed (identify by title and name as applicable): [Name of Key Employee, Title] [Name of Key Employee, Title] The Key Employees may be changed only with the prior written approval of the Company, which approval shall not be unreasonably withheld. COMPENSATION Independent Contractor shall be entitled to compensation for performing those tasks and duties related to the Scope of Work as follows: [Describe] Such compensation shall become due and payable to Independent Contractor in the following time, place, and manner: [Describe] NOTICE CONCERNING WITHHOLDING OF TAXES Independent Contractor recognizes and understands that it will receive a [specify tax] statement and related tax statements, and will be required to file corporate and/or individual tax returns and to pay taxes in accordance with all provisions of applicable Federal and State law. Independent Contractor hereby promises and agrees to indemnify the Company for any damages or expenses, including attorney's fees, and legal expenses, incurred by the Company as a result of independent contractor's failure to make such required payments. AGREEMENT TO WAIVE RIGHTS TO BENEFITS Independent Contractor hereby waives and foregoes the right to receive any benefits given by Company to its regular employees, including, but not limited to, health benefits, vacation and sick leave benefits, profit sharing plans, etc. This waiver is applicable to all non-salary benefits which might otherwise be found to accrue to the Independent Contractor by virtue of their services to Company, and is effective for the entire duration of Independent Contractor's agreement with Company. This waiver is effective independently of Independent Contractor's employment status as adjudged for taxation purposes or for any other purpose. Neither this Agreement, nor any duties or obligations under this Agreement may be assigned by either party without the consent of the other. TERMINATION This Agreement may be terminated prior to the completion or achievement of the Scope of Work by either party giving [number] days written notice. Such termination shall not prejudice any other remedy to which the terminating party may be entitled, either by law, in equity, or under this Agreement. NON-DISCLOSURE OF TRADE SECRETS, CUSTOMER LISTS AND OTHER PROPRIETARY INFORMATION Independent Contractor agrees not to disclose or communicate, in any manner, either during or after Independent Contractor's agreement with Company, information about Company, its operations, clientele, or any other information, that relate to the business of Company including, but not limited to, the names of its customers, its marketing strategies, operations, or any other information of any kind which would be deemed confidential, a trade secret, a customer list, or other form of proprietary information of Company. Independent Contractor acknowledges that the above information is material and confidential and that it affects the profitability of Company. ","Independent Contractor Agreement","6",62,"https://templates.business-in-a-box.com/imgs/1000px/independent-contractor-agreement-D160.png","https://templates.business-in-a-box.com/imgs/250px/160.png","https://templates.business-in-a-box.com/svgs/docviewerWebApp1.html?v6#160.xml",{"title":6,"description":6},[140],{"label":141,"url":142},"Consultant & Contractors","consulting-contractor-business","independent contractor agreement","/template/independent-contractor-agreement-D160",{"description":146,"descriptionCustom":6,"label":147,"pages":148,"size":89,"extension":10,"preview":149,"thumb":150,"svgFrame":151,"seoMetadata":152,"parents":154,"keywords":153,"url":162},"EMPLOYMENT AGREEMENT - AT WILL EMPLOYEE This Employment Agreement for \"At Will\" Employee (the \"Agreement\") is made and effective this [DATE], BETWEEN: [EMPLOYEE NAME] (the \"Employee\"), an individual with his main address at: [COMPLETE ADDRESS] AND: [YOUR COMPANY NAME] (the \"Corporation\"), an entity organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at: [YOUR COMPLETE ADDRESS] RECITALS In consideration of the covenants and agreements herein contained and the moneys to be paid hereunder, the Corporation hereby employs the Employee and the Employee hereby agrees to perform services as an employee of the Corporation, on an \"at will\" basis, upon the following terms and conditions: APPOINTMENT The Employee is hereby employed by the Corporation to render such services and to perform such tasks as may be assigned by the Corporation. The Corporation may, in its sole discretion, increase or reduce the duties, or modify the title and job description, of the Employee from time to time, and any such increase, reduction or modification shall not be deemed a termination of this Agreement. ACCEPTANCE OF EMPLOYMENT Employee accepts employment with the Corporation upon the terms set forth above and agrees to devote all Employee's time, energy and ability to the interests of the Corporation, and to perform Employee's duties in an efficient, trustworthy and business-like manner. DEVOTION OF TIME TO EMPLOYMENT The Employee shall devote the Employee's best efforts and substantially all of the Employee's working time to performing the duties on behalf of the Corporation. The Employee shall provide services during the hours that are scheduled by the Corporation management. The Employee shall be prompt in reporting to work at the assigned time. NO CONFLICT OF INTEREST Employee shall not engage in any other business while employed by the Corporation. Employee shall not engage in any activity that conflicts with the Employees duties to the Corporation. Employee shall not provide any service or lend any aid or assistance to any party that competes with the services offered by the Corporation. Employee shall not provide any services to clients or prospective clients of the Corporation outside of the provision of services for the Corporation, whether such services are provided with or without compensation or remuneration. CORPORATION PROPERTY Employee acknowledges and agrees that while employed by the Corporation the Employee may be provided with use of computer equipment and other property of the Corporation. The use and possession of the such items shall be subject to any policies, requirements or restrictions established by the Corporation. Such items may only be used in performance of the Employee's duties for the corporation. On request of the Corporation, the Employee shall immediately deliver any such items to the Corporation. Upon termination of employment, Employee shall have the affirmative duty to return any such item to the Corporation whether a request is made or not. The obligation to return Corporation property shall extend and include any and all work product, client property, proprietary rights, intangible property, and all other property of the corporation regardless of the form or medium. COMPENSATION The Corporation shall pay the Employee such hourly compensation as determined by the Corporation. Payment shall be at the same time as the Corporations usual payroll to other employees. BONUS & BENEFITS Payment of any bonuses shall be at the complete discretion of the Corporation. No guarantee or representation that any bonuses will be paid has been made to the Employee. Standard benefits that are provided to other non-management employees shall be offered to the Employee, subject to the Corporation's policies and the terms and conditions of such benefits. WITHHOLDING All sums payable to Employee under this Agreement will be reduced by all federal, state, local, and other withholdings and similar taxes and payments required by applicable law. QUALIFICATIONS OF EMPLOYEE The employee shall satisfy all of the qualification that are established by the Corporation. TERM OF AGREEMENT There shall be no guaranteed term of employment. Employer acknowledges and agrees that Employee shall be an \"At Will\" Employee and that Employee's employment may be terminated at any time by the Corporation, with or without cause. FEES FROM EMPLOYEE'S WORK The Corporation shall have exclusive authority to determine the fees, or a procedure for establishing the fees, to be charged to clients by the Corporation for services that are provided by the Employee. All sums paid to the Employee or the Corporation in the way of fees, in cash or in kind, or otherwise for services of the Employee, shall, except as otherwise specifically agreed by the Corporation, be and remain the property of the Corporation and shall be included in the Corporation's name in such checking account or accounts as the Corporation may from time to time designate. CLIENTS AND CLIENT RECORDS The Corporation shall have the authority to determine who will be accepted as clients of the Corporation, and the Employee recognizes that such clients accepted are clients of the Corporation and not the Employee. All client records and files of any type concerning clients of the Corporation shall belong to and remain the property of the Corporation, notwithstanding the subsequent termination of the employment. POLICIES AND PROCEDURES The Corporation shall have the authority to establish from time to time the policies and procedures to be followed by the Employee in performing services for the Corporation. This may include, but is not necessarily limited to, employment policies, computer use policies, Internet access policies, email policies, and all other policies, procedures, directives, and mandates established by the Corporation, whether or not in written form or formally adopted. Employee shall abide by the provisions of any contract entered into by the Corporation under which the Employee provides services. Employee shall comply with the terms and conditions of any and all contracts entered by the Corporation. TERMINATION Employee acknowledges and agrees that Employee is an \"at will\" employee of the Corporation. As such, no term of employment is created hereby and employee may be terminated at any time in the sole discretion of the Corporation, whether there exists any cause for termination or not. CREATIONS AND INVENTIONS Employee acknowledges and agrees that any and all work product of the Employee that is conceived or created during the Employee's employment with the Corporation is the exclusive property of the Corporation. This shall include any and all copyrights, trade secrets, confidential information, patents, trademarks, trade dress, ideas, concepts, plans, business plans, business concepts, techniques, inventions, drawings, artwork, logos, graphics, web pages, databases, software, programs, CGI's, plug ins, applications, brochures, inventions, marketing plans and concepts, and all other ideas and work product of the Employee. The Employee acknowledges and agrees that all creations shall be \"works made for hire\" as defined in the [ACT OR CODE]. Notwithstanding the fact that this material may be considered to be a work made for hire, Employee agrees, during Employee's employment and thereafter, which covenant shall survive any termination of the employment relationship, to execute any and all documents requested by the Corporation to confirm the Corporation's ownership and control of all such material, including but not limited to assignments of copyright, confirmations of work for hire status, waivers of proprietary rights, copyright application, and any other documents requested by Corporation. RESTRICTIVE COVENANTS","Employment Agreement_At Will Employee","7","https://templates.business-in-a-box.com/imgs/1000px/employment-agreement_at-will-employee-D541.png","https://templates.business-in-a-box.com/imgs/250px/541.png","https://templates.business-in-a-box.com/svgs/docviewerWebApp1.html?v6#541.xml",{"title":153,"description":6},"employment agreement_at will employee",[155,158,161],{"label":156,"url":157},"Human Resources","human-resources",{"label":159,"url":160},"Hire an Employee","hire-employee",{"label":17,"url":97},"/template/employment-agreement_at-will-employee-D541",{"description":164,"descriptionCustom":6,"label":165,"pages":166,"size":167,"extension":10,"preview":168,"thumb":169,"svgFrame":170,"seoMetadata":171,"parents":172,"keywords":182,"url":183},"BOARD RESOLUTION OF [YOUR COMPANY NAME] ADOPTED ON [DATE] The undersigned, being all the directors of [YOUR COMPANY NAME], hereby sign the following amended resolutions: RESOLVED THAT: The financial statements of the company for the fiscal year ended [Month and day], prepared by [Accountant's name], Chartered Accountants, under their comments dated [Date], are approved which approval shall be evidenced by signature of the balance sheet. OR The financial statements of the company for the fiscal year ended [Month and day], prepared by [Auditors' names], under their audit report dated [Date], are approved, which approval shall be evidenced by signature of the balance sheet. The approved financial statements be placed before the annual meeting of shareholders of the company. [Accountants] are appointed the accountants of the company for the current fiscal year. By-Law No. [Number] is passed as a by-law of the company to be placed before a meeting of shareholders of the company for confirmation. ","Board Resolution","1",34,"https://templates.business-in-a-box.com/imgs/1000px/board-resolution-D78.png","https://templates.business-in-a-box.com/imgs/250px/78.png","https://templates.business-in-a-box.com/svgs/docviewerWebApp1.html?v6#78.xml",{"title":6,"description":6},[173,176,179],{"label":174,"url":175},"Business Plan Kit","business-plan-kit",{"label":177,"url":178},"Board of Directors","board-of-directors",{"label":180,"url":181},"Board Resolutions","business-resolutions","board resolution","/template/board-resolution-D78",false,{"seo":186,"reviewer":198,"legal_disclaimer":202,"quick_facts":203,"at_a_glance":205,"personas":209,"variants":234,"glossary":259,"clauses":291,"how_to_fill":342,"common_mistakes":378,"faqs":395,"industries":423,"comparisons":440,"diy_vs_lawyer":453,"jurisdictions":466,"related_template_ids_curated":487,"schema":497,"classification":498},{"meta_title":187,"meta_description":188,"primary_keyword":189,"secondary_keywords":190},"Certificate of Incorporation Template (Free Word)","Free certificate of incorporation template confirming your company's legal formation. Trusted by companies in USA, Canada, UK, Australia, and 190+ countries. Free Word and PDF download.","certificate of incorporation template",[191,192,193,194,195,196,197],"certificate of incorporation","certificate of incorporation form","certificate of incorporation template word","company incorporation certificate","certificate of incorporation sample","proof of company formation document","business incorporation certificate",{"name":199,"credential":200,"reviewed_date":201},"Bruno Goulet","CEO, Business in a Box","2026-05-02",true,{"difficulty":204,"legal_review_recommended":202,"signature_required":202,"notarization_required":184},"advanced",{"what_it_is":206,"when_you_need_it":207,"whats_inside":208},"A Certificate of Incorporation is the official document issued by a state or government registry confirming that a company has been legally formed as a separate legal entity. This free Word download gives you a professionally structured template covering company name, entity type, registered office, share capital, incorporator details, and incorporation date — ready to edit online and export as PDF for submission to a registry or presentation to banks and counterparties.\n","You need it at the moment of company formation, when filing with a state or national business registry, and whenever a bank, investor, lender, or counterparty requires proof of your company's legal existence before opening an account or executing an agreement.\n","Company name and entity type, registered office address, share capital structure and authorized shares, incorporator details and signatures, statement of purpose, and the official incorporation date confirmed by the issuing authority.\n",[210,214,218,222,226,230],{"title":211,"use_case":212,"icon_asset_id":213},"Startup founders","Filing with a state registry to legally form a new corporation before raising capital","persona-startup-founder",{"title":215,"use_case":216,"icon_asset_id":217},"Small business owners","Incorporating a sole proprietorship or partnership to limit personal liability","persona-small-business-owner",{"title":219,"use_case":220,"icon_asset_id":221},"Corporate attorneys","Preparing formation documents for clients incorporating in multiple jurisdictions","persona-corporate-attorney",{"title":223,"use_case":224,"icon_asset_id":225},"Company secretaries","Maintaining a complete corporate records book with an official formation certificate","persona-company-secretary",{"title":227,"use_case":228,"icon_asset_id":229},"International entrepreneurs","Incorporating a US or UK entity to access foreign markets and banking relationships","persona-international-employer",{"title":231,"use_case":232,"icon_asset_id":233},"Investors and VCs","Verifying a portfolio company's legal formation before wiring capital","persona-investor",[235,238,242,246,249,253,256],{"situation":236,"recommended_template":38,"slug":237},"Forming a corporation (C-Corp or S-Corp) in a US state","articles-of-incorporation-D998",{"situation":239,"recommended_template":240,"slug":241},"Forming a limited liability company instead of a corporation","Articles of Organization (LLC)","articles-of-incorporation-not-for-profit-organization-D999",{"situation":243,"recommended_template":244,"slug":245},"Incorporating a private limited company in the UK","UK Certificate of Incorporation","certificate-of-incorporation-D1005",{"situation":247,"recommended_template":248,"slug":237},"Registering a federal corporation in Canada","Canada Articles of Incorporation",{"situation":250,"recommended_template":251,"slug":252},"Establishing internal governance rules after incorporation","Corporate Bylaws","corporate-governance-policy-D13943",{"situation":254,"recommended_template":104,"slug":255},"Documenting the founding share structure post-incorporation","shareholders-agreement-D1016",{"situation":257,"recommended_template":258,"slug":237},"Registering a nonprofit or charitable corporation","Nonprofit Articles of Incorporation",[260,262,264,267,270,273,276,279,282,285,288],{"term":7,"definition":261},"The official document issued by a government registry confirming that a corporation has been legally formed and exists as a separate legal entity.",{"term":38,"definition":263},"The founding charter filed with a state or national registry that establishes a corporation's name, purpose, share structure, and registered agent — the filing that produces the Certificate of Incorporation.",{"term":265,"definition":266},"Registered Agent","A person or company designated to receive legal documents, tax notices, and regulatory correspondence on behalf of the corporation in its state of incorporation.",{"term":268,"definition":269},"Registered Office","The official address of a company as recorded with the registry — not necessarily where operations occur, but where official legal notices may be served.",{"term":271,"definition":272},"Authorized Share Capital","The maximum number and classes of shares a corporation is permitted to issue under its certificate of incorporation, before any are actually distributed to shareholders.",{"term":274,"definition":275},"Incorporator","The individual or entity that signs and files the articles of incorporation with the registry to legally create the corporation.",{"term":277,"definition":278},"Entity Type","The legal classification of a business — such as C-Corporation, S-Corporation, or Private Limited Company — that determines tax treatment, governance rules, and liability protections.",{"term":280,"definition":281},"Certificate of Good Standing","A separate document issued by a registry confirming that an already-incorporated company is current on all filings and fees — often confused with, but distinct from, the Certificate of Incorporation.",{"term":283,"definition":284},"Par Value","A nominal minimum price assigned to each share in the articles of incorporation; many modern corporations use a very low par value (e.g., $0.0001 per share) or no par value at all.",{"term":286,"definition":287},"Corporate Veil","The legal separation between a corporation and its shareholders that limits personal liability — established at incorporation and maintained through proper governance.",{"term":289,"definition":290},"S-Corporation Election","A tax election filed with the IRS after incorporation allowing a qualifying C-Corporation to be taxed as a pass-through entity, avoiding double taxation at the corporate level.",[292,297,302,307,312,317,322,327,332,337],{"name":293,"plain_english":294,"sample_language":295,"common_mistake":296},"Company name and entity designation","States the corporation's full legal name exactly as registered, including the required suffix (Inc., Corp., Ltd.) that signals limited liability to the public.","The name of the corporation is [COMPANY FULL LEGAL NAME], Inc.","Using a trade name or DBA instead of the registered legal name. Banks and counterparties match documents against registry records exactly — a one-word discrepancy can block an account opening or contract execution.",{"name":298,"plain_english":299,"sample_language":300,"common_mistake":301},"Registered office and registered agent","Identifies the corporation's official address and the designated agent authorized to receive legal and regulatory correspondence in the state of incorporation.","The address of the corporation's registered office in the State of [STATE] is [STREET ADDRESS], [CITY], [STATE] [ZIP]. The name of its registered agent at such address is [REGISTERED AGENT NAME].","Using a personal home address as the registered office without understanding it becomes a public record. This exposes founders to process servers arriving at their home and cannot easily be changed without amending the filing.",{"name":303,"plain_english":304,"sample_language":305,"common_mistake":306},"Purpose clause","Describes the corporation's authorized business activities — either as a specific industry purpose or as a broad general-purpose clause permitting any lawful business.","The purpose of the corporation is to engage in any lawful act or activity for which corporations may be organized under the General Corporation Law of the State of [STATE].","Writing an overly narrow purpose clause tied to the founding product. If the company pivots or expands, a restrictive purpose clause may require an amendment filing to remain legally compliant.",{"name":308,"plain_english":309,"sample_language":310,"common_mistake":311},"Authorized share capital","Sets the total number of shares the corporation is authorized to issue and their class structure — typically common shares, with an option to authorize preferred shares for future investor rounds.","The total number of shares of stock that the corporation is authorized to issue is [NUMBER] shares of Common Stock, $[PAR VALUE] par value per share, and [NUMBER] shares of Preferred Stock, $[PAR VALUE] par value per share.","Authorizing too few shares at incorporation. Startups that authorize only 1,000 shares frequently need costly amendments when issuing options, bringing on co-founders, or completing a priced equity round.",{"name":313,"plain_english":314,"sample_language":315,"common_mistake":316},"Incorporator details and signature","Identifies the person who executed and filed the articles of incorporation, with their full name, address, and signature — the incorporator's role ends once the board is elected.","The name and mailing address of the incorporator is: [INCORPORATOR FULL NAME], [ADDRESS]. I, the undersigned, being the incorporator hereinbefore named, execute this Certificate of Incorporation this [DAY] day of [MONTH], [YEAR].","Listing a founder as the incorporator without understanding the role is administrative, not ownership-granting. Incorporator status does not confer shares — equity is issued separately through a subscription agreement.",{"name":318,"plain_english":319,"sample_language":320,"common_mistake":321},"Effective date of incorporation","Records the date the certificate was officially accepted and filed by the registry — establishing the corporation's legal birth date for all subsequent documents and contracts.","This Certificate of Incorporation shall be effective as of [DATE] upon filing with the Secretary of State of [STATE].","Leaving the effective date blank and assuming the registry stamps the correct date. If a delayed effective date is needed — for example, to align with a fiscal year start — it must be explicitly stated in the filing.",{"name":323,"plain_english":324,"sample_language":325,"common_mistake":326},"Limitation of director liability","Limits the personal financial liability of directors for breach of fiduciary duty to the fullest extent permitted by state law, protecting them from shareholder lawsuits in ordinary business decisions.","To the fullest extent permitted by the [STATE] General Corporation Law, 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.","Omitting this clause entirely in the belief it is optional. Without it, directors — including founder-directors — are exposed to personal liability for business decisions that damage shareholder value, even when acting in good faith.",{"name":328,"plain_english":329,"sample_language":330,"common_mistake":331},"Indemnification of officers and directors","Commits the corporation to defend and compensate directors and officers against legal claims arising from their corporate duties, typically backed by D&O insurance.","The corporation shall indemnify, to the fullest extent permitted by applicable law, any person who was or is a party to any proceeding by reason of the fact that such person is or was a director or officer of the corporation.","Including broad indemnification language without a corresponding D&O insurance policy. Indemnification promises are only as good as the corporation's ability to pay — startups with no liquid assets should secure D&O coverage simultaneously.",{"name":333,"plain_english":334,"sample_language":335,"common_mistake":336},"Amendment procedure","Establishes the procedure required to change the certificate — typically approval by the board and a majority of shareholders, followed by a formal amendment filing with the registry.","The corporation reserves the right to amend, alter, change, or repeal any provision contained in this Certificate of Incorporation, in the manner now or hereafter prescribed by statute, and all rights conferred upon stockholders herein are granted subject to this reservation.","Assuming oral board resolutions are sufficient to amend the certificate. Amendments to a certificate of incorporation require a formal filing with the state registry — undocumented informal changes have no legal effect.",{"name":338,"plain_english":339,"sample_language":340,"common_mistake":341},"Governing law","Confirms which jurisdiction's corporate law governs the corporation's formation, operation, and dissolution — determined by the state of incorporation, not the state of operations.","This corporation is organized and existing under and by virtue of the General Corporation Law of the State of [STATE OF INCORPORATION].","Assuming the state of operations and the state of incorporation must match. Many corporations incorporate in Delaware for its favorable corporate law while operating in California or New York — but must then register as a foreign corporation in their operating state.",[343,348,353,358,363,368,373],{"step":344,"title":345,"description":346,"tip":347},1,"Choose the state of incorporation","Decide whether to incorporate in your operating state or in a corporate-friendly jurisdiction like Delaware. Delaware is the default for venture-backed startups due to its established case law; most other businesses incorporate in their home state to avoid foreign registration fees.","If you incorporate in Delaware but operate in California, you must register as a foreign corporation in California — incurring a second annual fee and the California franchise tax minimum regardless of revenue.",{"step":349,"title":350,"description":351,"tip":352},2,"Confirm and reserve the company name","Check the secretary of state's name availability database to confirm your intended name is not already registered. Reserve it if the registry allows reservations while you prepare the filing.","The name on the certificate must match the name on every subsequent corporate document exactly — including punctuation and spacing. 'Acme, Inc.' and 'Acme Inc.' are treated differently by some registries.",{"step":354,"title":355,"description":356,"tip":357},3,"Designate a registered agent","Appoint a registered agent with a physical street address in the state of incorporation. You can serve as your own registered agent in most states, but a commercial registered agent service ($50–$300 per year) keeps your home address off public records.","If you miss a legal notice sent to your registered agent's address, you may lose the right to respond in a lawsuit — service of process deadlines run from the date of delivery to the agent, not the date you discover it.",{"step":359,"title":360,"description":361,"tip":362},4,"Set the authorized share structure","Enter the number of authorized common shares and, if applicable, authorized preferred shares. For startups anticipating equity financing, authorize at least 10,000,000 common shares and 5,000,000 preferred shares to accommodate option pools and investor rounds.","Par value of $0.0001 per share is standard for Delaware C-Corps — it minimizes the Delaware franchise tax calculated under the authorized shares method.",{"step":364,"title":365,"description":366,"tip":367},5,"Complete the incorporator block","Enter the incorporator's full legal name and mailing address. The incorporator signs the document and is responsible for the accuracy of the filing — this is typically the founder, attorney, or registered agent service.","Once the initial board of directors is elected and organizational resolutions are adopted, the incorporator's role is complete. Have the organizational meeting and elect the board within 30 days of filing.",{"step":369,"title":370,"description":371,"tip":372},6,"Include liability limitation and indemnification clauses","Confirm the director liability limitation and indemnification clauses are present and reference the correct state statute. These protect your founding team and future board members from personal exposure in shareholder disputes.","Pair the indemnification clause with a Directors and Officers (D&O) insurance policy before any outside investors join the board — most institutional investors require coverage as a condition of investment.",{"step":374,"title":375,"description":376,"tip":377},7,"File with the secretary of state and pay the filing fee","Submit the completed certificate to the secretary of state by mail, in person, or online. Filing fees range from $50 (Nevada, Wyoming) to $90–$250 (Delaware, California) depending on authorized share count and state. Retain the state-certified copy as your permanent corporate record.","Request a certified copy from the registry at the time of filing — not just the filed-stamped copy. Banks and attorneys often specifically require a registry-certified version for account openings and due diligence.",[379,383,387,391],{"mistake":380,"why_it_matters":381,"fix":382},"Filing with an unavailable or conflicting company name","If your chosen name is already registered or too similar to an existing entity, the registry rejects the filing and you must restart — delaying formation and any dependent transactions like a bank account opening.","Run a name availability search on the secretary of state's database before drafting the certificate. Also check the USPTO trademark database to avoid future infringement exposure.",{"mistake":384,"why_it_matters":385,"fix":386},"Authorizing too few shares at formation","A company incorporated with 1,000 shares that later needs to issue options, bring on a co-founder, or complete a Series A must file a costly certificate of amendment — creating legal fees, delays, and potential investor concern.","Authorize at least 10,000,000 common shares at incorporation. The additional authorized shares carry no cost in most states until they are actually issued.",{"mistake":388,"why_it_matters":389,"fix":390},"Omitting the director liability limitation clause","Without this clause, directors face personal monetary liability for breach of fiduciary duty claims even when acting in good faith — exposing founder-directors and future independent board members to personal financial risk.","Include the statutory liability limitation clause verbatim from the state's General Corporation Law. In Delaware, this is Section 102(b)(7) of the DGCL.",{"mistake":392,"why_it_matters":393,"fix":394},"Losing or misplacing the certified copy after filing","Banks, investors, and counterparties require the original certified copy of the certificate for account openings, financing closings, and due diligence. Obtaining a replacement certified copy from the registry can take days or weeks and costs additional fees.","Store the certified copy in a corporate records book or secure document management system on the day it is received. Upload a scanned copy to a secure cloud folder as a backup.",[396,399,402,405,408,411,414,417,420],{"question":397,"answer":398},"What is a certificate of incorporation?","A certificate of incorporation is the official document issued by a state or government registry confirming that a corporation has been legally formed as a separate legal entity. It records the company name, entity type, registered office, share capital structure, and the official date of formation. Banks, investors, and counterparties require it as proof of legal existence before opening accounts or executing agreements.\n",{"question":400,"answer":401},"What is the difference between a certificate of incorporation and articles of incorporation?","Articles of incorporation is the document you file with the state registry to create a corporation — it is the application. The certificate of incorporation is the official confirmation document the registry issues back to you once the filing is accepted, stamped with the effective date. In many contexts, both terms are used interchangeably, but technically the articles are the input and the certificate is the output.\n",{"question":403,"answer":404},"Who needs a certificate of incorporation?","Any business that has formed or intends to form as a corporation needs one. Founders use it to open business bank accounts, register for taxes, and attract investors. Investors request it during due diligence to verify legal formation. Banks require it for commercial account openings. It is also required when registering as a foreign corporation in a second state and when entering certain government or enterprise procurement contracts.\n",{"question":406,"answer":407},"Which state should I incorporate in?","Delaware is the most common choice for venture-backed startups and companies anticipating investor financing, because its General Corporation Law is the most developed in the country and most institutional investors are familiar with it. Small businesses operating in a single state typically incorporate locally to avoid the cost and administrative burden of a second-state foreign registration. Wyoming and Nevada offer low fees but lack Delaware's legal precedent depth.\n",{"question":409,"answer":410},"How long does it take to get a certificate of incorporation?","Processing time varies by state and filing method. Delaware processes online filings in 1–2 business days under standard service and within 1 hour for expedited fees. California takes 3–5 business days online. Many states offer same-day processing for an additional expedited fee. Plan for at least one full business week from filing to receiving the certified copy if no expedited service is used.\n",{"question":412,"answer":413},"Is a certificate of incorporation the same as a certificate of good standing?","No. A certificate of incorporation confirms that a company was legally formed on a specific date. A certificate of good standing is a separate document issued by the registry confirming the company is current on all annual filings, fees, and taxes as of the date of issuance. Banks and lenders often require both documents — the certificate of incorporation proves formation, and the good standing certificate proves the company remains active and compliant.\n",{"question":415,"answer":416},"Can I use a certificate of incorporation template instead of filing directly?","A template provides the correct structure and language for your articles of incorporation filing and the record of your certificate once issued. The actual certificate is ultimately generated by the state registry upon accepting your filing — you cannot self-issue a legal certificate of incorporation. Use the template to prepare an accurate filing submission and to maintain a properly formatted corporate records document once the state-issued version is received.\n",{"question":418,"answer":419},"Does a certificate of incorporation need to be notarized?","In most US states, notarization is not required for articles of incorporation filings. Some states require the signature to be witnessed or the filing to include a cover sheet, but notarization is generally not a standard requirement for domestic corporate formations. In certain international jurisdictions, however, incorporation documents must be notarized and apostilled before they are recognized abroad.\n",{"question":421,"answer":422},"What happens if information in the certificate of incorporation changes?","Changes to the information in your certificate of incorporation — company name, registered agent, authorized share capital, or registered office — require filing a formal certificate of amendment with the state registry. Amendments typically require board and shareholder approval by the percentages specified in your certificate or bylaws, followed by payment of the applicable state filing fee. Undocumented informal changes have no legal effect.\n",[424,428,432,436],{"industry":425,"icon_asset_id":426,"specifics":427},"Technology / SaaS","industry-saas","Delaware C-Corp structure is nearly universal; certificate is required for SAFE agreements, equity rounds, and stock option plan registration with the IRS.",{"industry":429,"icon_asset_id":430,"specifics":431},"Financial Services","industry-fintech","Regulators, banking partners, and payment processors require a certified copy of the certificate before granting a money transmitter license or opening a merchant account.",{"industry":433,"icon_asset_id":434,"specifics":435},"Healthcare / MedTech","industry-healthtech","FDA registrations, healthcare contracting, and grant applications all require documented legal entity status tied to the certificate of incorporation.",{"industry":437,"icon_asset_id":438,"specifics":439},"Real Estate","industry-real-estate","Holding companies incorporated for each property asset rely on the certificate to establish separate liability protection; title companies require it at closing.",[441,444,447,450],{"vs":38,"vs_template_id":442,"summary":443},"articles-of-incorporation-D1006","Articles of incorporation is the document you file to create a corporation — it contains the substantive terms of formation. The certificate of incorporation is the official confirmation the registry issues once the articles are accepted. You draft and file the articles; the registry issues the certificate. Both documents are needed in a complete corporate records book.",{"vs":280,"vs_template_id":445,"summary":446},"D{PLACEHOLDER_GOOD_STANDING_ID}","A certificate of good standing confirms an already-existing corporation is current on all state filings, fees, and taxes. A certificate of incorporation confirms the company was legally formed on a specific date. Banks and investors often require both — the certificate of incorporation for initial account setup, the good standing certificate for ongoing financing transactions and renewals.",{"vs":251,"vs_template_id":448,"summary":449},"corporate-by-laws-D1017","The certificate of incorporation establishes the corporation's legal existence and basic structure with the state. Bylaws are the internal governance rules adopted by the board after incorporation — covering how meetings are called, how directors are elected, and how decisions are made. You cannot have effective bylaws without a certificate of incorporation in place first.",{"vs":104,"vs_template_id":451,"summary":452},"shareholders-agreement-D214","A shareholders agreement is a private contract among shareholders governing how equity is managed, transferred, and valued — including voting rights, drag-along and tag-along provisions, and buyout terms. The certificate of incorporation establishes public legal existence; the shareholders agreement governs private relationships among owners. Both are required for a fully governed corporation.",{"use_template":454,"template_plus_review":458,"custom_drafted":462},{"best_for":455,"cost":456,"time":457},"Founders incorporating a straightforward domestic corporation in a single state with no immediate investor financing","Free (plus state filing fee of $50–$250)","1–2 hours to prepare, 1–5 business days for registry processing",{"best_for":459,"cost":460,"time":461},"Startups anticipating venture financing, businesses with multiple co-founders, or any incorporation in a highly regulated industry","$300–$800 for a one-hour attorney review","2–5 days",{"best_for":463,"cost":464,"time":465},"Complex multi-class share structures, international incorporations, regulated financial or healthcare entities, or corporations with unusual purpose restrictions","$1,500–$5,000+","1–3 weeks",[467,472,477,482],{"code":468,"name":469,"flag_asset_id":470,"note":471},"us","United States","flag-us","Corporations are formed at the state level by filing articles of incorporation with the secretary of state. Delaware is the predominant choice for investor-backed companies due to its General Corporation Law, Court of Chancery, and established case law. If you incorporate in Delaware but operate in another state, you must also register as a foreign corporation in your operating state and pay that state's annual fees.",{"code":473,"name":474,"flag_asset_id":475,"note":476},"ca","Canada","flag-ca","Canadian corporations can be formed federally under the Canada Business Corporations Act (CBCA) or provincially under each province's equivalent statute. A federally incorporated company receives a Certificate of Incorporation from Corporations Canada and may carry on business in every province, but must still extra-provincially register in provinces where it maintains a physical presence. Quebec corporations must comply with French-language requirements for corporate documents.",{"code":478,"name":479,"flag_asset_id":480,"note":481},"uk","United Kingdom","flag-uk","Companies House issues a Certificate of Incorporation upon registering a company under the Companies Act 2006. UK private limited companies (Ltd) are the most common structure. The certificate includes the company's registered number, which must appear on all official correspondence and invoices. Confirmation statements must be filed annually to keep the public record current, and failure to file results in Companies House striking the company off the register.",{"code":483,"name":484,"flag_asset_id":485,"note":486},"eu","European Union","flag-eu","Each EU member state maintains its own company registry and issues incorporation certificates under national law — the German Handelsregister, France's Registre du Commerce et des Sociétés, and the Netherlands' Kamer van Koophandel each issue formation certificates in their respective languages. The EU Business Registers Interconnection System (BRIS) links national registries. For cross-border recognition, a certificate often requires a certified translation and an apostille under the Hague Convention.",[237,241,488,255,489,490,491,492,493,494,495,496],"general-by-laws-D1008","non-disclosure-agreement-nda-D12692","independent-contractor-agreement-D160","employment-agreement_at-will-employee-D541","board-resolution-D78","minutes-for-a-formal-meeting-D13","shareholders-resolution-D88","operating-agreement-D12798","business-plan-canvas-(one-page)-D12527",{"emit_how_to":202,"emit_defined_term":202},{"primary_folder":97,"secondary_folder":499,"document_type":500,"industry":501,"business_stage":502,"tags":503,"confidence":508},"incorporation-and-bylaws","form","general","startup",[504,505,502,506,507],"incorporation","legal","certificate-of-incorporation","company-formation",0.95,"\u003Ch2>What is a Certificate of Incorporation?\u003C/h2>\n\u003Cp>A \u003Cstrong>Certificate of Incorporation\u003C/strong> is the official document issued by a state or national business registry confirming that a corporation has been legally formed as a distinct legal entity, separate from its founders and owners. It records the company's full legal name, entity type, registered office address, authorized share capital structure, incorporator details, and the official date on which the corporation came into legal existence. The certificate is not drafted by the company — it is issued by the registry upon accepting the company's articles of incorporation filing — but a properly structured template ensures the underlying filing contains every required element for the registry to process and approve it without rejection.\u003C/p>\n\u003Ch2>Why You Need This Document\u003C/h2>\n\u003Cp>Without a properly filed and registry-issued certificate of incorporation, your business does not legally exist as a corporation. Every consequential transaction that follows — opening a business bank account, signing a commercial lease, issuing equity to co-founders, accepting investment from outside investors, or entering a contract with an enterprise customer — depends on your ability to present this document as proof of legal existence. Banks routinely refuse to open business accounts without a certified copy. Investors request it on day one of due diligence and use the incorporation date and share structure to verify that equity was properly issued from the start. Missing or incorrect details — a wrong company name suffix, an insufficient authorized share count, or an absent liability limitation clause — can require costly amendment filings that delay financing rounds and raise unnecessary red flags. This template gives you the correctly structured foundation to file with confidence and maintain a complete corporate records book from the moment your company is formed.\u003C/p>\n",1781185909126]