Prepare the incorporation and first-officer pack
Key facts
- Human involvement
- YellowClose supervision
- How AI is used
- Build a checklist of the certificate items in § 102 from the facts the lawyer supplies, and draft bylaw and officer clauses with a square-bracket gap for every fact not supplied. Do not file anything. State law governs, and the lawyer confirms the governing state. For example, the Delaware General Corporation Law. Delaware is the most common state of incorporation.
- What the lawyer must review
- Delaware General Corporation Law § 101: any person, partnership, association or corporation, singly or jointly with others, without regard to residence, domicile or state of incorporation, may incorporate by filing with the Division of Corporations in the Department of State a certificate of incorporation, executed, acknowledged and filed in accordance with § 103. You open § 103 before filing. A corporation may be incorporated to conduct or promote any lawful business or purposes, except as the Constitution or other law of this State provides. Section 102(a) requires the certificate to set forth the name. The name must contain one of the designating words that paragraph lists, must be distinguishable on the Division's records, and is subject to the waivers and written consents that paragraph sets out. The same paragraph limits the words "trust" and "bank", with the exceptions it states. The certificate must state the address of the registered office in Delaware and the registered agent at that address. The address is stated as § 131(c) requires, and you open § 131(c). It must state the nature of the business. It is sufficient to state that the purpose is to engage in any lawful act or activity for which a corporation may be organized under the General Corporation Law of Delaware. If the corporation will issue stock, § 102(a)(4) requires the authorized shares, including the number and the par value or a statement that the shares are without par value. You read the rest of that paragraph for more than one class, and for a nonstock corporation. The certificate must state the name and mailing address of each incorporator. If the incorporators' powers end on filing, it must name the persons who serve as directors until the first annual meeting or until their successors are elected and qualify. Section 109: the incorporators, or the initial directors if named in the certificate, may adopt the bylaws, and, before any payment for stock, the board may do so. For a nonstock corporation the initial members of the governing body, if named, may adopt them. After payment for stock, the power is in the stockholders entitled to vote, or in the members of a nonstock corporation. The certificate may also confer the power on the directors, or on the governing body of a nonstock corporation. That conferral does not take the power from the stockholders or members, and it does not limit their power to adopt, amend or repeal bylaws. Section 142: the corporation shall have the officers, with the titles and duties, stated in the bylaws or in a board resolution that is not inconsistent with the bylaws. You check every sentence before the certificate is signed or filed. State law governs, and the lawyer confirms the governing state. For example, the Delaware General Corporation Law. Delaware is the most common state of incorporation.
- Written for / version
- United States versionUS
Who does what
| Role | What they do |
|---|---|
| Assistance | Potential support includes preparing preliminary structure or wording and identifying points for review. 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.
- Check the current court or regulator requirements, prescribed form and attachments for the intended document and filing.
- Obtain and inspect the relevant current official register or search result. Confirm identities, interests and the date and scope of the search.
- 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.