Under Delaware Corporations law, a corporation is a separate legal entity formed by any person, partnership or association to conduct or promote a lawful business. A corporation can be formed in the state of Delaware by filing a certificate of incorporation with the Division of Corporations in the Department of State.
The certificate of incorporation shall contain the name of the corporation. The corporation’s name has to contain one of the following words or abbreviations for the words, “association,” “company,” “corporation,” “club,” “foundation,” “fund,” “incorporated,” “institute,” “society,” “union,” “syndicate” or “limited.” The name of a corporation should not be deceptively similar to the name of another corporation incorporated in the same state. It should not be deceptively identical to the fictitious name adopted by a foreign corporation having business transactions in the state. The certificate of incorporation should also contain the address of the corporation’s registered office and its registered agent in the state. The nature or purpose of the business should be stated clearly in the certificate of incorporation.
The certificate of incorporation should also contain the total number of shares of all classes of stock which the corporation shall have authority to issue and the number of shares of each class. It should also include the name and mailing address of the incorporator or incorporators. In cases where the incorporators are to lose their power upon the filing of the certificate of incorporation, the names and mailing address of the directors proposed to serve until the first annual meeting of stockholders is conducted should be provided in the certificate of incorporation. The certificate of incorporation should also contain all provisions for the management of business under the corporation. From the date of filing the certificate of incorporation, the corporation attains separate legal existence.
After filing the certificate of incorporation, the incorporators or the board of directors conduct an organizational meeting in or out of the state. Two days notice of the meeting must be served on all incorporators or directors. A director or incorporator has the right to waive the notice and need not attend the meeting but must sign a written waiver.
Bylaws are adopted, amended or repealed by the incorporators or the initial directors, or the board of directors after receiving the capital stock. After receiving payment for the first stock, the power to adopt, amend or repeal bylaws shall be vested with the stockholders entitled to vote. In the case of a non-stock corporation, the members entitled to vote have such power.
The bylaws contain all provisions necessary for the proper conduct of the corporation’s business. The divisions of stock and shares are to be prescribed by the bylaws. Meetings of the shareholders are to be conducted annually at a place prescribed by the bylaws or at the corporation’s principal place of business.