Library Guides: Start-Up Law: Sample Documents

Incorporation Documents (General)

Founder's Workbench
The law firm Goodwin Procter gives founders introductory advice on formation issues and provides them a "Document Driver" where founders can enter information and create draft documents including a Certificate of Incorporation, Consent of Sole Incorporator, Subscription Letters, Founder Stock Restriction Agreement, Contribution and Assignment Agreement, Confidentiality and Intellectual Property Agreement, Assignment Agreement, Bylaws, Consent of Board of Directors, Common Stock Certificates, 83(b) Election Form, and Founders Agreement for FREE.

These documents are especially useful for Silicon Valley start-ups.
Start-Up Tool Kit
The law firm Orrick, Herrington, Sutcliffe allows founders to create document drafts of many incorporation documents including a Certificate of Incorporation, Bylaws, Action by Written Consent of Incorporator, Initial Organizational Resolutions by the Board of Directors, and instructions on how to obtain an EIN from the IRS once the company is incorporated. All of these documents are available for FREE.
Model Documents
The National Venture Capital Association provides templates for various forms including a certificate of incorporation. These documents may be useful to look at as they are approved of, at least generally, by venture capital firms. These documents are FREE.
Am. Jur. Legal Forms
American Jurisprudence includes several forms including a checklist for information to put in articles of incorporation (form 74:76), checklist of filing requirements (74:77), and three sample articles of incorporation (74:78-80). As opposed to the previous resources these documents are in a classic secondary source.
West's Legal Forms
Westlaw provides legal forms for a variety of business entities.
Contemporary Corporation Forms
Contemporary Corporate Forms is available through Wolters Kluwer's CCH IntelliConnect service. This link directs to the chapter of forms related to formation of business entities, including incorporation. The price for this treatise is $1535.00 initially, and around $1300 for the last yearly supplement.
Bloomberg Law
Bloomberg has a database of 1000s of documents from other companies, including bylaws. While these cannot be used as templates because they may contain or exclude provisions that would be relevant to a new deal, they can be helpful to look at for phrasing and because they are searchable by keyword and jurisdiction!

Incorporation Documents (State Specific)

Remember, the forms provided by the State's office will be familiar to the clerks and free.

California

A fillable PDF articles of incorporation for a general stock corporation from the California Secretary of State.

A fillable PDF articles of incorporation for a close corporation from the California Secretary of State.

A fillable PDF statement of information for a stock corporation (a required filing) from the California Secretary of State.

California Practice Guide: Corporations includes a certificate of incorporation template (form 4:A), optional articles provisions (form 4:A.1), certificate of determination (form 4:A.2),articles designating initial directors (form 4:A.3), disclaimer of appointment (form 4:A.4), bylaws (form 4:B), minutes of action by incorporators (form 4:C), meeting notice (form 4:D), and draft of organizational minutes (form 4:E). The link directs to form 4:A in WestlawNext.

Delaware

A fillable PDF certificate of incorporation for a stock corporation from the Delaware Division of Corporations.

A fillable PDF certificate of incorporation for a close corporation from the Delaware Division of Corporations.

A Microsoft Word template for By-Laws from Practical Law Company. The document also includes drafting notes which explain how to fill out the template.

A Microsoft Word template for a Delaware certificate of incorporation from Practical Law Company. The document also includes drafting notes which explain how to fill out the template.

Delaware Law of Corporations and Business Organizations - Volume 3 of this treatise includes a plethora of forms including thirteen sample certificates of incorporation with various provisions like stock without par value or cumulative voting. The form also includes sample bylaws and board minutes. The hyperlink directs the entire treatise in IntelliConnect.

Nevada

A fillable PDF packet of corporation files to be filed with the Nevada Secretary of State including articles of incorporation, registered agent acceptance, filing instructions, and a credit card payment sheet.

Texas

Texas's Secretary of State website provides Microsoft Word and PDF versions of certificates of formation.

Texas Forms Legal and Business provides useful checklists, formation forms, and sample formation provisions. The link directs to WestlawNext.