Delaware Director Liability Articles of Incorporation Form

In the case of a director in a corporation in the State of Delaware wanting to sever all legal ties to that entity, the following form has to be completed and submitted.

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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 
Directors Liability Information 
 
 
 
 
 
Dear Sir or Madam:  
 
Enclosed please find a copy of the Certificate of Incorporation 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, you must 
submit $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 $50.00. Your 
authorized stock can affect your filing fee; the filing fee could exceed the minimum so 
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 
 
Revised:  09/09

STATE of DELAWARE 
CERTIFICATE  of INCORPORATION  
A  STOCK CORPORATION 	
(WITH DIRECTORS LIABILITY)  	
 	
1.  The name of the corporation shall be 
 
  2.  Its registered office in the State of Delaware is located at 
 
In the city of                                                       , County of                        ,  
Zip Code                                                     and its Registered Agent at such address is                                          
 
  3.  The purpose or purposes of the corporation shall be:  
 
  4.  The total number of shares  and par value of stock which the corporation shall be 
authorized to issue is: 
 
  5.  The powers, preferences and rights and the qualifications, limitations or restrictions 
thereof shall be determined by the board of directors.       
 
6.   The name and address of the incorporator is as follows: 
 
  7.  The Board of Directors shall have the power to adopt, amend or repeal by by-laws. 
  8.  No director shall be personally liable to the Corporation or its stockholders for monetary 
damages for any breach of fiduciary duty by such  director as a director.  Notwithstanding the 
foregoing sentence, a director shall be liable to  the extent provided by applicable law, (i) for 
breach of the director's duty of loyalty to the  Corporation or its stockholders, (ii) for acts or 
omissions not in good faith or which involve in tentional misconduct or a knowing violation 
of law, (iii) pursuant to Section 174 of the  Delaware General Corporation Law or (iv) for 
any transaction from which the director deri ved an improper personal benefit.  No 
amendment to or repeal of this Article Eight h shall apply to or have any effect on the  
liability or alleged liability of any director of  the Corporation for or with respect to any acts 
or omissions of such director occurring prior to such amendment. 
         IN WITNESS WHEREOF, the undersigned, being the incorporator herein before named, 
has executed signed and acknowledged this certif icate of incorporation this               day of              	
   	
    	

         	
                        ,               .
  BY:  
(Incorporator	

) 
 
NAME: