What are the formation documents?
Takeaway: Your formation documents are the legal foundation of your company. The Certificate of Incorporation creates the entity, the Bylaws set its operating rules, and the Board’s initial actions issue stock to founders and launch operations.
Incorporating a company is not a single step but a sequence of actions and filings. These “formation documents” work together to create the legal entity, define its internal governance, and authorize the first decisions needed to operate. For a Delaware C-Corporation, the key formation documents are the Certificate of Incorporation, the Bylaws, the Action by Sole Incorporator, and the Initial Action by the Board of Directors.
1. Certificate of Incorporation (“Charter”)
This is the official document that forms your corporation.
What it is: A short document filed with the Delaware Secretary of State. Once accepted, your corporation legally exists.
What it contains:
Corporate name.
Registered agent’s address in Delaware.
A broad statement of corporate purpose.
Total number of authorized shares of stock.
Public record: The Charter is publicly available and can be viewed by anyone.
2. Bylaws
The Bylaws are the corporation’s internal rulebook.
What they are: A private document detailing the procedures for governing the company.
What they contain:
Roles and powers of the board of directors and corporate officers.
Procedures for calling and conducting board and stockholder meetings.
Director election process.
Indemnification provisions protecting directors and officers from certain liabilities.
3. Action by Sole Incorporator
The incorporator—often a paralegal or attorney who filed your Charter—executes this first corporate action.
What it does:
Formally adopts the Bylaws.
Appoints the initial board of directors.
After this, the incorporator’s role ends and control passes to the board.
4. Initial Action by the Board of Directors
This first board action, often taken by unanimous written consent, organizes the corporation’s operations.
Typical actions include:
Appointing corporate officers.
Authorizing issuance of founder stock.
Approving the form of stock purchase agreements and Proprietary Information and Inventions Agreements (PIIAs).
Approving the opening of a company bank account.
Disclaimer: This post is for general informational purposes only and does not constitute legal, tax, or financial advice. Reading or relying on this content does not create an attorney–client relationship. Every startup’s situation is unique, and you should consult qualified legal or tax professionals before making decisions that may affect your business.