What is a Certificate of Incorporation?

A Certificate of Incorporation is the legal document filed with the Delaware Division of Corporations that officially creates your corporation.

It contains your company's name, registered agent information, authorized share structure, incorporator name, and purpose statement. Delaware requires a broad purpose clause (typically "any lawful activity") rather than a specific business description. The certificate must specify the total number of authorized shares and their par value. Most startups authorize 10,000,000 shares of common stock at $0.00001 par value. Once the Division of Corporations stamps and files your certificate, your corporation legally exists. This document is different from your bylaws (internal governance rules) and your stock purchase agreements (which actually issue shares to founders). Lovie generates your Certificate of Incorporation automatically based on your formation preferences.