Certificates of Incorporation can vary from State to State, and in length, depending on the needs of the business. A qualified attorney can help. One of the common misconceptions relative to the basic formation document (in some states it’s called the […]
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Certificates of Incorporation

October 3, 2015

Certificates of Incorporation can vary from State to State, and in length, depending on the needs of the business.

A qualified attorney can help.

One of the common misconceptions relative to the basic formation document (in some states it’s called the Articles of Incorporation, or Certificate of Incorporation) is that this is a one-page boilerplate form that will be the same no matter who prepares it. That is usually not the case.

For instance, in Delaware and California, business lawyers draft their own forms of these documents, and they can run anywhere from 1-10 pages, depending on what the specific needs of the company are. Very often, the Secretary of State of these states will post a sort of a sample form, which is a bare minimum, which only contains the statutorily required provisions in order for the Secretary of State to accept that filing.

An entrepreneur may see this form and say, well, this is the form approved by California or Delaware, so I’m just going to use that, without knowing that they’re likely to be omitting very important protective provisions, and again may have problems in literally filling in the blanks. (How many shares are there? What’s the par value?)

That is one of the common issues encountered when someone pulls a form off of the web or uses an online incorporation service to do their filing.

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