Delaware Division of Corporations  
                    401 Federal Street – Suite 4  
                                 Dover, DE 19901  
                                 Phone: 302-739-3073  
                                 Fax: 302-739-3812  
                                  
                                                          Certificate of Incorporation 
                                                              for Close Corporation  
Dear Sir or Madam:  
        
       Enclosed please find a form for a  Certificate of Incorporation  for  a Close 
Corporation  to be filed in accordance with Sections 102 and 342 of the General 
Corporation Law of the State of Delaware. The fee to file the Certificate is a minimum of 
$89; the authorized stock listed in the Certificate will affect the filing fee and it could 
exceed the minimum fee.  If the document is more than 1 page, you must submit $9 for 
each additional page. You will receive a stamped “Filed”  copy of the  submitted 
document. A certified copy may be requested for an additional $50. Expedited services 
are available. Please contact our office concerning these fees or you may consult our fee 
chart at www.corp.delaware.gov. Please make the check payable to “Delaware Secretary 
of State”. 
        
       An Annual Report must be filed by the corporation by March 1 of each year 
following the calendar year in which their Certificate of Incorporation becomes effective.  
Franchise Taxes based on the stock listed in the Certificate of Incorporation are due at the 
time of filing of the report.  The fee to file the Annual Report is $50.  Please contact the 
Franchise Tax Section with any questions regarding the filing of the Annual Report or 
payment of the Franchise Taxes.  
        
       For the convenience of processing your order in a timely manner, please include a 
cover letter with your name, address and telephone/fax number to enable us to contact 
you if necessary. Please make sure you thoroughly complete all information requested on 
this form. It is important that the execution be legible, we request that you print or type 
the name of the person signing under the signature line.  
 
       Thank you for choosing Delaware as your corporate home. Should you require 
further assistance in this or any other matter, please don’t hesitate to call us at (302) 739-
3073.  
        
                                                          Sincerely,  
                                                               
                                                          Department of State  
                                                          Division of Corporations  
encl.  
rev. 10/16  

Special Instructions – Certificate of Incorporation for a Close 
Corporation 
 
This form is to be used as a Template only. The following instructions 
will help you in correctly completing your Close Corporation 
Incorporation Certificate. The instructions are numbered to correspond 
with the article being referenced. 
 1.  The name of the corporation exactly as you wish it to appear in 
    our records.  Please visit our website to verify the availability of 
    the name.  The name must include one of the following words: 
    association, company, corporation, club, foundation, fund, 
    incorporated, institute, society, union, syndicate, limited or one 
    of the abbreviations thereof.  Section 343 of Title 8 requires the 
    name of the corporation be listed in the heading as well. 
 2.  List the name and street address of the registered agent located 
    in Delaware you are appointing to accept service of process for 
    the corporation. 
 3. This is the general purpose clause as stated in Delaware statute; 
    no action required. 
 4. List the total number of authorized shares for the corporation 
    and the par value assigned to such stock. 
 5. List the name and mailing address of the Incorporator for the 
    corporation.  Please note that the corporation itself cannot be the 
    Incorporator. 
 6. 7. and  8.Statements required by Section 342 of Title 8; no action 
    needed. 
 Execution Block - The document must be signed by the 
    Incorporator listed in Article 5 of the document pursuant to 
    Section 103 of Title 8.  The name of the person must be typed or 
    written legibly underneath the signature. 
This form contains the basic information required by statute; if you 
need to add additional information permitted by statute you may draft a 
new document.  Please feel free to call our office at 302-739-3073 for 
assistance in completing this form or visit our website at 
corp@delaware.gov.  
Sincerely, 
Delaware Division of Corporations 

              STATE OFDELAWARE 
              CERTIFICATE OFINCORPORATION  
              A CLOSE CORPORATION 
                                of 
_____________________________________________________________ 
              (name of corporation) 
                                 
The undersigned Incorporator hereby certifies as follows: 
 
1.    The name of the Corporation is ________________________________________ 
_______________________________________________________________________. 
2.    The Registered Office of the corporation in the State of Delaware is located at 
_________________________________________________________________(street), 
in the City of ____________________________, County of ____________________  
Zip Code__________________.  The name of the Registered Agent at such address upon 
whom process against this corporation may be served is___________________________ 
_______________________________________________________________________. 
3.    The purpose of the corporation is to engage in any lawful act or activity for which 
corporations may be organized under the General Corporation Law of Delaware.  
4.    The total amount of stock this corporation is authorized to issue is 
______________________shares (number of authorized shares) with a par value of 
$___________________ per share. 
5.    The name and mailing address of the incorporator are as follows: 
      Name_____________________________________________________________ 
      Mailing Address____________________________________________________ 
                ____________________________________ Zip Code_________  
6.    All of the Corporation’s issued stock of all classes, exclusive of treasury shares, 
shall be represented by certificates and shall be held of record by not more than a 
specified number of persons, not exceeding 30. 
7.    All of the issued stock of all classes shall be subject to 1 or more of the 
restrictions on transfer permitted by Section 202 of the General Corporation Law of State 
of Delaware. 
8.    The Corporation shall make no offering of any of its stock of any class which 
would constitute a “public offering” within the meaning of the United States Securities 
Act of 1933 as it may be amended from time to time.  
  
                                By:____________________________________ 
                                                     Incorporator 
                                                           
                                Name:____________________________________ 
                                                     Print or Type