Del. Code tit. 5 § 731

Current through 2024 Legislative Session Act Chapter 269

Section 731 - Certificate of incorporation; issuance, form, recording and evidence

(a) Upon the filing of the articles of organization as required by § 730

of this title, the Secretary of State shall issue a certificate of

incorporation in the following form:

STATE OF DELAWARE

Be it known that whereas (the names of the incorporators) have associated

themselves with the intention of forming a corporation under the name of (the

name of the corporation), for the purpose (the purpose declared in the

articles of association), with a capital stock of (the amount fixed in the

articles of association), and having its place of business in (the city or

town where its place of business will be located) and have complied with the

statutes of this State in such case made and provided, as appears from the

articles of organization of the corporation, duly approved by the State Bank

Commissioner and on file in this office; now, therefore, I (the name of the

Secretary of State), Secretary of the State of Delaware, do hereby certify

that (the names of the incorporators), their associates and successors, are

legally organized and established as, and are hereby made, an existing

corporation under the name of (name of the corporation), with the powers,

rights and privileges, and subject to the limitations, duties and restrictions

which by law appertain thereto.

Witness my official signature hereunto subscribed, and the great Seal of the

State of Delaware hereunto affixed, this .......... day of ......... in the

year .... (the date of the filing of the articles of organization).

(b) Notwithstanding the foregoing, in the case of a trust company that

is a limited liability company, upon the filing of the articles of

organization as required by § 730 of this title, the Secretary of State shall

issue a certificate of formation in the following form:

STATE OF DELAWARE

Be it known that whereas (the name(s) of the incorporator(s)) >has executed

articles of association for the purpose|>have associated themselves with the

intention| of forming a limited liability company under the name of (the name

of the limited liability company), for the purpose (the purpose declared in

the articles of association), with a capital stock of (the amount fixed in the

articles of association), and having its place of business in (the city or

town where its place of business will be located) and [has][have] complied

with the statutes of this State in such case made and provided, as appears

from the articles of organization of the limited liability company, duly

approved by the State Bank Commissioner and on file in this office; now,

therefore, I (the name of the Secretary of State), Secretary of the State of

Delaware, do hereby certify that (the name(s) of the incorporator(s)),

[his][her][its][their] associates and successors, are legally formed and

established as, and [is][are] hereby made, an existing limited liability

company under the name of (name of the limited liability company), with the

powers, rights and privileges, and subject to the limitations, duties and

restrictions which by law appertain thereto.

Witness my official signature hereunto subscribed, and the great Seal of the

State of Delaware hereunto affixed, this.......... day of......... in the

year.... (the date of the filing of the articles of organization).

(c) The Secretary of State shall sign the certificate of incorporation or certificate of formation, as applicable, and cause the Great Seal of the State to be thereto affixed and shall deliver the same to the corporation or the limited liability company, as applicable, together with a certified copy of the articles of organization and the endorsement of the State Bank Commissioner thereon, upon payment of the costs and charges therefor. A certified copy of the certificate shall be kept on file in the office of the Secretary of State with the articles of organization, and the certificate together with the articles of organization and the endorsement thereon of the State Bank Commissioner shall be recorded in the office of the recorder of deeds for the county in which the place of business of the corporation is to be located.

(d) The certificate or a copy thereof duly certified by the Secretary of State, together with a certified copy of the articles of organization and the endorsement thereon of the State Bank Commissioner, accompanied with the certificate of the recorder of deeds for the county wherein the same is recorded under his or her hand and the seal of his or her office, stating that the certificate and articles of organization have been recorded in the office of the recorder, or a copy of the record duly certified by the recorder, shall be evidence in all courts of this State.

5 Del. C. § 731

38 Del. Laws, c. 94, § 9; Code 1935, § 2378; 5 Del. C. 1953, § 731; 57 Del. Laws, c. 740, § 19A; 70 Del. Laws, c. 186, § 1; 76 Del. Laws, c. 383, §§ 6, 7.;