The Delaware Certificate of Incorporation and the Role of the Incorporator
Forming a Delaware Corporation with Harvard Business Services, Inc.
Harvard Business Services, Inc. has been helping clients form Delaware corporations since 1981. With decades of experience, we have streamlined the process to make it fast and efficient. Our direct imaging system, linked to the Delaware Division of Corporations, allows us to process filings quicker than the general public. We have also served as a Delaware Registered Agent since 1981, ensuring businesses remain compliant with state regulations.
Understanding the Delaware Certificate of Incorporation and the Role of the Incorporator
When forming a Delaware corporation, one of the key documents required is the Certificate of Incorporation, which is filed with the Delaware Division of Corporations. This document establishes the corporation’s existence and sets forth its basic structure, such as the company’s name, registered agent, and authorized shares. However, one of the lesser-known yet crucial aspects of incorporation is the role of the Incorporator.
What is an Incorporator?
The Incorporator is the individual or entity responsible for preparing, signing, and filing the Certificate of Incorporation with the State of Delaware. This is a crucial role in the formation of a corporation, as it ensures that the necessary legal steps are taken to establish the company.
We’re pleased to share that Harvard Business Services, Inc. will now sign the Certificate of Incorporation for clients who choose one of our formation packages. When a client selects a formation package to establish a new Delaware corporation, Harvard Business Services, Inc., serves as the Incorporator on their behalf. This offers several advantages:
1. Protecting Client Information – None of the client’s personal information, such as their name or address, appears on the Certificate of Incorporation. This provides an added layer of discretion for business owners.
2. Accurate and Efficient Filings – With over 40 years of experience, we ensure that the Certificate of Incorporation is properly prepared and submitted, helping to avoid errors or delays in formation.
3. Appointing Initial Directors – One of the responsibilities of the Incorporator is appointing the initial directors of the corporation. This appointment remains in effect until the company's internal leadership elects successors. By handling this step, we remove a burden from the client and help ensure a smooth transition from incorporation to active governance.
Once the corporation is officially formed and the initial directors are named, the Incorporator's role is complete. At this point, the company is governed by its board of directors and officers, who oversee its operations in accordance with the Certificate of Incorporation and bylaws.
The Role of the Incorporator
The Incorporator has a limited but important function. The primary duties include:
1. Reviewing and Signing the Certificate of Incorporation – The Incorporator ensures the document is properly completed before submission.
2. Appointing Initial Directors – Once the corporation is formed, Harvard Business Services, Inc., acting as the Incorporator, will appoint the initial director(s) of the corporation. These directors serve until successors are elected and qualified internally.
3. Approving Initial Bylaws – The Incorporator approves the initial corporate bylaws, which will be maintained internally within the company.
4. Issuing the Statement of the Incorporator – This document records the appointment of initial directors and is provided to the corporation. However, it is not filed with the Delaware Division of Corporations and does not become part of the public record.
End of the Incorporator’s Role
Once the initial directors are named, the powers of the Incorporator are terminated, and the Incorporator is no longer involved in the company. The corporation is then governed by its board of directors and officers, who oversee its operations in accordance with the Certificate of Incorporation and bylaws.
Key Considerations
— The Certificate of Incorporation is permanent – Once filed, the Incorporator’s name or address cannot be modified by correction or amendment.
— Exclusion from Public Records – The Statement of the Incorporator is not filed with the Delaware Division of Corporations and does not become part of the public record.
— Internal Governance – The Statement of the Incorporator designates the initial director(s) and formally transfers authority to them to oversee the company.
By handling the incorporation process as the Incorporator, Harvard Business Services, Inc. ensures that clients can form a Delaware corporation quickly and efficiently while keeping their personal information off publicly filed documents.
Get Started Today
To form your new corporation now, visit www.delawareinc.com/order or contact Harvard Business Services, Inc. at 1-800-345-2677 for additional information on forming a Delaware corporation.
*Disclaimer*: Harvard Business Services, Inc. is neither a law firm nor an accounting firm and, even in cases where the author is an attorney, or a tax professional, nothing in this article constitutes legal or tax advice. This article provides general commentary on, and analysis of, the subject addressed. We strongly advise that you consult an attorney or tax professional to receive legal or tax guidance tailored to your specific circumstances. Any action taken or not taken based on this article is at your own risk. If an article cites or provides a link to third-party sources or websites, Harvard Business Services, Inc. is not responsible for and makes no representations regarding such source’s content or accuracy. Opinions expressed in this article do not necessarily reflect those of Harvard Business Services, Inc.