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Certificate of Incorporation

1. Choose a name for the corporation, including a corporate ending (Inc., Corp., etc.), and check name
availability (no charge on the website for the Delaware Secretary of State: http://corp.delaware.gov/).
Similarly check the name in any state in which you will be doing business.

2. Choose a naturalized person over the age of 18 to act as Sole Incorporator and execute the Consent in
lieu of meeting of Incorporator.

3. Choose a Registered Agent. Goodwin Procter clients commonly use The Corporation Trust Company
(www.ctadvantage.com) or Corporation Service Company (www.incspot.com) as the registered agent
for corporations.

4. Choose the total number of shares of Common Stock issuable by the Corporation. This figure is
arbitrary and often set at between 500,000 – 10,000,000.

5. File the Certificate of Incorporation. Filing may be accomplished directly with the Delaware
Secretary of State (see http://corp.delaware.gov/ for more information) or through The Corporation
Trust Company or Corporate Service Company.

6. Prepare the initial bylaws for the corporation.

Initial Governance Matters and Stock Issuances

1. Choose your initial directors and officers and insert into the form of Consent in lieu of first meeting
of Board of Directors.

2. Choose the prospective stockholders who will own the corporation and the percentage each will hold,
calculate a corresponding number of shares for each prospective stockholder and insert into the form
of Consent in lieu of first meeting of Board of Directors to approve each stockholder’s subscription.

3. Add approvals of additional agreements such as employment agreements or intellectual property


4. Sign the Consent in lieu of first meeting of Board of Directors.

5. Evidence ownership by issuing stock certificates to stockholders. Stock certificates should be signed
by the President and the Treasurer.

6. Further evidence subscriptions by drafting a separate Subscription Agreement for each stockholder
and retain evidence of payment for stock from each stockholder to the corporation.

7. Complete intellectual property contribution agreements, employment agreements, founders

agreements or grant agreements, each as applicable and approved by the Board of Directors.

Post – Formation

1. File to obtain a Federal Employer Identification Number, which is required of all corporations. See
www.irs.gov for instructions regarding the filing of Form SS-4. Filing can be completed online.

2. Securities Filings - The federal electronic Form D and state “blue sky filings” may be required for the
issuance of stock. See www.sec.gov for information regarding the federal filings and consult legal

3. Consider foreign state qualifications. Corporations must qualify in states (other than the one in which
they are incorporated) if they transact business in those states. The Corporation Trust Company or
Corporate Service Company can facilitate this process.

4. Set up and maintain the corporation’s records, including a minute book. Documents in a
corporation’s minute book can vary but at a minimum should include the following:

a. Certificate of Incorporation;
b. By-laws;
c. Foreign Qualifications;
d. Federal Employer Identification Number (Form SS-4);
e. Minutes/Consents of Directors/Shareholders;
f. Stock Subscriptions; and
g. Stock Certificates.

Ongoing Obligations (not an exhaustive list)

1. Annual meeting of the Board of Directors (or written consent in lieu thereof).
2. Annual meeting of the Stockholders (or written consent in lieu thereof).
3. File annual report yearly with the Delaware Secretary of State.
4. Make any additional filings required for foreign qualifications (varies by state).

This publication, which may be considered advertising under the ethical rules of certain jurisdictions, is
provided with the understanding that it does not constitute the rendering of legal advice or other
professional advice by Goodwin Procter LLP or its attorneys. Additionally, the foregoing discussion does
not constitute tax advice. Any discussion of tax matters contained in this publication is not intended or
written to be used, and cannot be used, for the purpose of avoiding penalties under the Internal Revenue
Code or promoting, marketing or recommending to another party any transaction or matter. © 2009
Goodwin Procter LLP. All rights reserved.