---
title: "Draft a certificate of incorporation and bylaws, and record what the statute leaves to each"
url: "https://ailawframework.com/practice/commercial-and-corporate-advisory/draft-a-company-constitution-and-record-which-replaceable-rules-it-displ/united-states"
type: "task_jurisdiction_version"
site: "AI Law Framework"
id: "A1-JU20261022-4-US"
practice_area: "Commercial & Corporate Advisory (contracts, company law, governance)"
tier: "yellow"
lawyer_review: "required"
jurisdictions: ["US"]
last_reviewed: "2026-10-22"
---

# Draft a certificate of incorporation and bylaws, and record what the statute leaves to each

> 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…

Canonical page: https://ailawframework.com/practice/commercial-and-corporate-advisory/draft-a-company-constitution-and-record-which-replaceable-rules-it-displ/united-states  
Last reviewed: 2026-10-22

Site index for agents: https://ailawframework.com/llms.txt

## Key facts

| Fact | Value |
| --- | --- |
| Practice area | [Commercial & Corporate Advisory (contracts, company law, governance)](https://ailawframework.com/practice/commercial-and-corporate-advisory.md) |
| Human involvement | Yellow: Lawyer and AI draft together |
| 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 | United States |
| Applies to | [Draft a company constitution and record which replaceable rules it displaces](https://ailawframework.com/practice/commercial-and-corporate-advisory/draft-a-company-constitution-and-record-which-replaceable-rules-it-displ.md) |

## Checking plan

- What the AI does: 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.
- Basis: Checked against the linked sources on 22 October 2026. Confirm the current instrument before reliance.

## Notes

- Delaware has no replaceable-rules list. A provision is either in the certificate, in the bylaws, or in the statute.
- Conferring bylaw power on the directors under § 109 does not divest the stockholders of that power.

## Sources

- [Delaware General Corporation Law, Subchapter I, including §§ 102 and 109](https://delcode.delaware.gov/title8/c001/sc01/index.html) (checked 2026-10-22)
- [ABA Formal Opinion 512, Generative Artificial Intelligence Tools (29 July 2024)](https://www.americanbar.org/content/dam/aba/administrative/professional_responsibility/ethics-opinions/aba-formal-opinion-512.pdf) (checked 2026-10-22)

*Practice guidance for planning and review. Confirm current primary sources and the requirements of the actual matter. This is general information, not legal advice.*