Draft a certificate of incorporation and bylaws, and record what the statute leaves to each
Key facts
- Human involvement
- YellowClose supervision
- How AI is used
- From the instructions, prepare a first-pass certificate of incorporation and bylaws, and a table stating, for each governance point the lawyer lists, whether it sits in the certificate, in the bylaws, or is left to the statute. Do not describe any provision as a replaceable rule.
- What the lawyer must review
- The lawyer checks every clause against the instructions and the Delaware General Corporation Law. Section 102 states what the certificate shall set forth and what it may set forth. Section 109 lets the bylaws contain any provision, not inconsistent with law or the certificate, relating to the business of the corporation, the conduct of its affairs, and the rights of stockholders, directors, officers or employees. After the corporation has received payment for its stock, the power to adopt, amend or repeal bylaws is in the stockholders entitled to vote, unless the certificate also confers that power on the directors. The lawyer approves both documents before they are used.
- Written for / version
- United States versionUS
Who does what
| Role | What they do |
|---|---|
| Assistance | Potential support includes organising research leads. Confirm the tool’s capability and permitted scope. |
| Lawyer | Set the scope, supervise the work closely, verify every part relied on, resolve omissions and exceptions, and approve the exact output. |
Checklist
- Trace every relied-on figure to its source, confirm dates and assumptions, and independently recalculate totals or derived amounts.
- Review operative clauses in the complete document, including definitions, cross-references, schedules and inconsistencies with the instructions.
- Verify the applicable jurisdiction and the version of each relevant law, rule or instrument in force at the material time.
- Confirm the output against the client’s instructions and the complete relevant source material, including omissions or contradictions.
- Resolve exceptions and record the responsible lawyer’s approval of the exact output and intended use.