Delaware Close Corporation Articles of Incorporation Form

In the case of wanting to create a close corporation in the State of Delaware, the following form has to be completed and submitted. A $89 fee has to be submitted along with this form.

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Delaware Division of Corporations  
401 Federal Street – Suite 4  
Dover, DE 19901  	
Phone: 302-739-3073  
Fax: 302-739-3812  
 
 
 
 	
Certificate of Incorporation 
of a Close Corporation  
 
 
 
Dear Sir or Madam:  
  
Attached please find a form for a Certificate of Incorporation of a Close 
Corporation to be filed in accordance with the General Corporation Law of the State of 
Delaware. The fee to file the Certificate is a minimum of $89.00.  If your document is 
more than 1 page, please include $9.00 for each additional page. You will receive a 
stamped filed copy of your submitted document. A certified copy may be requested for 
an additional $50. The authorized stock listed in the document can affect the filing fee 
and may cause the filing fee to exceed the minimum; please call our office for 
verification. Expedited services are available. Please contact our office concerning these 
fees. Please make your check payable to the “Delaware Secretary of State”.  
 
For the convenience of processing your order in a timely manner, please include a 
cover letter with your name, address and telephone/fax number to enable us to contact 
you if necessary. Please make sure you thoroughly complete all information requested on 
this form. It is important that the execution be legible, we request that you print or type 
your name under the signature line.  
 
Thank you for choosing Delaware as your corporate home. Should you require 
further assistance in this or any other matter, please don’t hesitate to call us at (302) 739-
3073.  
 
 
Sincerely,  
 
 
Department of State  
Division of Corporations  
 
 
 
 
 
encl.  
rev. 11/09

STATE of DELAWARE   
CERTIFICATE  of INCORPORATION   
A  CLOSE CORPORATION  
Of  	
(name of corporation) 	
 	
•  First:  The name of this Corporation is   
                                                                        \
                                                                       .  
•  Second: Its Registered Office in the State of  Delaware is to be located at   
                                                                 Street,\
 in the City of  
County of                                     Zip Code               .  \
The Registered Agent in charge thereof is   
                                                                        \
                                                                       .  
Third:  The nature of business and the objects a nd purposes proposed to be transacted, 
promoted and carried on, are to engage in  any lawful act or activity for which 
corporations may be organized under the  General Corporation Law of Delaware.  
•  Fourth:  The amount of the total stock of this co rporation is authorized to issue is  
                                                       shares  (number  of  authorized  shares)  with  a  par  value 
of                                              per share.  
•  Fifth:  The name and mailing address of th e incorporator are as follows:  
Name   
Mailing Address  
                                                   Zip Code 
•  Sixth:  All of the Corporation’s issued stock of  all classes, exclusive of treasury shares, 
shall be represented by certificates and sha ll be held of record by not more than a 
specified number of persons, not exceeding 30. 
•  Seventh:  All of the issued stock of all classes shall be subject to 1 or more of the 
restrictions on transfer permitted by Secti on 202 of the General Corporation Law of 
State of Delaware. 
•  Eighth:  The Corporation shall make no offering of  any of its stock of any class which 
would constitute a “public offering” with in the meaning of the United States 
Securities Act of 1933 as it may be amended from time to time.   
  
•  I, The Undersigned,  for the purpose of forming a cor poration under the laws of the 
State of Delaware, do make, file and record  this Certificate, and do certify that the 
facts herein stated are tr ue, and I have accordingly hereunto set my hand this  
                     day of                               , A.D.                .  
 
  BY:  (Incorporator)  
  NAME:  (type or print)