This chapter reads through the certificate Corply files for its customers, one article at a time. Charters from law firms and other formation services look much the same, and where they commonly differ we say so.
Article I: Name
The first article states the company's legal name, including its corporate ending. That exact string, spelling, capitals and punctuation included, is the company's legal name, and it is the name to use on contracts, bank accounts and tax filings. You can operate under a different brand, but the legal name stays the one in the charter unless you amend it.
Article II: Registered office and agent
The second article gives the address of the company's registered office in Delaware and the name of its registered agent there, as section 102(a)(2) requires. If you change agents later, the new agent files the change with the state and the certificate itself does not need to be amended.
Article III: Purpose
The third article says the company may engage in any lawful act or activity for which corporations may be organized under Delaware law. Section 102(a)(3) allows this all-purpose clause and nearly every startup uses it. A narrower purpose would only limit what the company could do without amending its charter.
Article IV: Authorized stock
The fourth article states how many shares the company may issue, what kind they are and their par value. Corply's default authorizes 10,000,000 shares of common stock with a par value of $0.00001.
Ten million is a convention, not a rule, but a useful one. It gives founders round numbers to work with, typically 8,000,000 shares split among them and 2,000,000 left for an early option pool, advisors and investors, while keeping the arithmetic readable. Percentages are what matter: holding 4,000,000 of 10,000,000 shares means the same as holding 40 of 100. Authorized shares are a ceiling, not an allocation. Until shares are issued, nobody owns them and they count toward nobody's ownership.
Par value is a legal minimum price; under section 153 a company generally cannot sell a share for less. A tiny par value lets founders buy millions of shares for very little. At $0.00001 a share, 8,000,000 shares cost $80. A low par value also keeps the Delaware franchise tax at its minimum when the tax is calculated by the assets-based method, as Running Your Company explains.
Corply's charter authorizes only common stock, in a single class. Preferred stock is created later, when investors buy it in a priced round, by amending and restating the charter with the terms they negotiate. Some firms authorize "blank check" preferred at formation for the board to define later, which adds complexity for little benefit at the seed stage. Two variations founders sometimes ask about, dual-class common and founder preferred stock, each have a short note.
Article V: The board, the bylaws and distributions
The fifth article confirms that the board manages the company and that directors need not be elected by written ballot; without that sentence, section 211(e) would require written ballots. It also lets the board amend the bylaws. Under section 109 stockholders can always amend bylaws, but the board can do so only if the certificate says so, and nearly every startup gives the board that power so routine governance does not need a stockholder vote.
Its last paragraph deals with California. Section 2115 of the California Corporations Code can apply parts of California law to an out-of-state corporation when most of its business and stockholders are in California, and section 500 restricts distributions, which include a company buying back its own stock, by reference to preferential rights. The paragraph says distributions can be made without regard to those preferential amounts. In practice it lets the company do ordinary things, like repurchasing a departing founder's unvested shares, without tripping California's test. Outside California it has no effect.
Article VI: Personal liability and indemnification
The sixth article has three paragraphs. The first eliminates directors' and officers' personal liability to the company and its stockholders for money damages for breaching the duty of care, as far as Delaware allows. Section 102(b)(7) has permitted this for directors since 1986 and for certain officers since 2022. It does not reach breaches of the duty of loyalty, bad faith, intentional misconduct, knowing violations of law or transactions from which the person took an improper benefit, and for officers it covers only claims brought by stockholders directly, not claims brought on the company's behalf. Without it, a director could be sued personally over an honest but careless business decision, and investors who join your board will expect it.
The second paragraph requires the company to indemnify its directors and officers, meaning to cover their legal costs and liabilities when they are sued because of their role, to the fullest extent the law permits; section 145 sets the limits. When outside investors join the board they usually also ask for individual indemnification agreements and D&O insurance.
The third paragraph says that if the company later weakens these protections, the change does not reach back to conduct that happened before it. A director can rely on the protection that existed when they acted.
Article VII: Where disputes are heard
The seventh article makes Delaware's Court of Chancery the only court for internal disputes: lawsuits brought on the company's behalf, claims that directors or officers breached their duties, and claims under the statute, the charter or the bylaws. Section 115 expressly allows this. It keeps disputes about Delaware law in the court that knows it best and stops the same dispute from being filed in several states at once. The company can agree to another court when that makes sense.
Article VIII: Incorporator
The last article names the incorporator and gives a mailing address, as section 102(a)(6) requires. The incorporator's role ends once the first directors are elected.
What isn't in it
Founders comparing charters will see provisions elsewhere that Corply's leaves out, mostly because they belong to a later stage. Preferred stock is added at the first priced round with the terms negotiated then. A corporate opportunity waiver under section 122(17), which lets a company renounce its interest in business opportunities that come to certain directors, is something venture investors who sit on many boards often request in their financing. An opt-out of separate class votes on changes to authorized shares, under section 242(b)(2), means nothing while there is only one class of stock. And staggered boards and supermajority votes are defenses for public companies with no place in a startup.