CHAPTER 1.01. Corporations

• Jurisdiction: United States

1.01. Corporations¹

A Delaware corporation is incorporated by the filing of a certificate of incorporation with the office of the Secretary of State.² The certificate of incorporation, or charter, must contain the name of the corporation, which must be a distinguishable name and include "Inc.," "Ltd.," "Corp.," or some similar designation.³ The charter must also include the address of the registered office and the name of its registered agent at such address.⁴ The charter must state the nature of the business to be conducted, which can be a general purpose.⁵ The charter must contain the total authorized number of shares and par value of such shares.⁶ If there is more than one class of shares, the charter must include information about the separate classes.⁷ The charter must also include the name and address of the incorporator.⁸ Finally, if the powers of the incorporator are to terminate upon the filing of the charter, then the charter must also include the names and addresses of the initial directors.⁹ The charter may also include provisions for the management of the business and for the conduct of the affairs of the corporation, provisions setting forth voting thresholds for certain corporate actions, and exculpatory provisions.¹⁰ In order to organize the corporation, an organizational meeting of the incorporator, or of the board of directors if the initial directors were named in the charter, is held to elect directors and adopt bylaws.¹¹

In addition, the organizational meeting of the directors is held to appoint officers to transact the business of the corporation.¹²

The owners of a Delaware corporation are its stockholders.¹³ A stockholder's rights, including rights to dividends, voting rights, and other rights of ownership, are governed by the corporation's charter.¹⁴ Although generally each share of common stock grants its holder one vote, this can be varied in the charter by providing for classes of stock with different rights and interests.¹⁵

The DGCL provides further guidance on the requirements for annual meetings or special meetings, meeting notice, and the like.¹⁶ The business of the corporation is managed by or under the direction of its board of directors.¹⁷ Although a corporation can provide for stockholder voting by proxy,¹⁸ a director cannot vote by proxy.¹⁹ The board of directors appoints or elects the corporate officers who carry out the day-today activities of the corporation.²⁰

Stockholders are not personally liable for the...