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Free Articles of Incorporation Template
Legally form your corporation in any US state with professionally drafted Articles of Incorporation. Define your stock structure, appoint directors, designate a registered agent, and establish governance provisions with our comprehensive template.
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ARTICLES OF INCORPORATION
State Of Formation: Delaware
INCORPORATOR
Patricia L. Henderson
2400 Innovation Boulevard, Suite 800
Wilmington, DE 19801
Wilmington, DE 19801
TechVenture Innovations Inc.
Filed: March 15, 2026
Delaware · Shares: 10,000,000
These Articles of Incorporation are entered into and filed by the undersigned incorporator for the purpose of forming a corporation under Delaware General Corporation Law (DGCL), 8 Del. C. §§101 et seq.. The incorporator hereby adopts the following Articles of Incorporation:
1.
NAME
The name of the corporation is TechVenture Innovations Inc. (hereinafter referred to as the "Corporation").
2.
PURPOSE
The purpose of the Corporation is to engage in any lawful act or activity for which corporations may be organized under Delaware General Corporation Law (DGCL), 8 Del. C. §§101 et seq.. The Corporation shall have all powers granted to corporations under applicable state law, including but not limited to the power to enter into contracts, acquire and dispose of property, borrow money, and conduct any and all business activities in furtherance of its corporate purposes.
3.
REGISTERED AGENT
The name and address of the Corporation's registered agent for service of process in the State of Delaware is:
National Registered Agents Inc.
160 Greentree Drive, Suite 101
Dover, DE 19904
The registered agent is a registered agent service authorized to accept service of process, official correspondence, and legal notices on behalf of the Corporation during normal business hours, in accordance with the DGCL.
Contact: (800) 555-0199 | service@nrai-agents.com
National Registered Agents Inc.
160 Greentree Drive, Suite 101
Dover, DE 19904
The registered agent is a registered agent service authorized to accept service of process, official correspondence, and legal notices on behalf of the Corporation during normal business hours, in accordance with the DGCL.
Contact: (800) 555-0199 | service@nrai-agents.com
4.
INCORPORATOR
The name and address of the incorporator of the Corporation is:
Patricia L. Henderson, Attorney at Law
2400 Innovation Boulevard, Suite 800
Wilmington, DE 19801
The incorporator has executed these Articles of Incorporation and hereby affirms that the statements contained herein are true and correct to the best of their knowledge and belief.
Patricia L. Henderson, Attorney at Law
2400 Innovation Boulevard, Suite 800
Wilmington, DE 19801
The incorporator has executed these Articles of Incorporation and hereby affirms that the statements contained herein are true and correct to the best of their knowledge and belief.
5.
AUTHORIZED STOCK
The total number of shares of stock that the Corporation is authorized to issue is 10,000,000 shares of Common Stock, $0.001 par value per share.
Each share of Common Stock shall entitle the holder thereof to one (1) vote on all matters submitted to a vote of the shareholders. The holders of Common Stock shall be entitled to receive dividends when and as declared by the Board of Directors out of funds legally available therefor, subject to the capital and solvency limitations of the DGCL. Any issuance of Common Stock to founders, employees, or other purchasers shall comply with applicable federal and state securities laws, including Section 4(a)(2) of the Securities Act of 1933 and Rule 506 of Regulation D, 17 C.F.R. §230.506.
Each share of Common Stock shall entitle the holder thereof to one (1) vote on all matters submitted to a vote of the shareholders. The holders of Common Stock shall be entitled to receive dividends when and as declared by the Board of Directors out of funds legally available therefor, subject to the capital and solvency limitations of the DGCL. Any issuance of Common Stock to founders, employees, or other purchasers shall comply with applicable federal and state securities laws, including Section 4(a)(2) of the Securities Act of 1933 and Rule 506 of Regulation D, 17 C.F.R. §230.506.
6.
DIRECTORS AND OFFICERS
The business and affairs of the Corporation shall be managed by or under the direction of a Board of Directors consisting of 3 director(s), consistent with the DGCL. Each director shall discharge their duties with the care, loyalty, and good faith required by the DGCL and the applicable fiduciary-duty jurisprudence of the State of Delaware. The initial director(s) of the Corporation, who shall serve until the first annual meeting of shareholders or until their successors are duly elected and qualified, are as follows:
1. James R. Mitchell — 45 Venture Lane, San Francisco, CA 94105
2. Ava M. Okafor — 1200 Tech Park Drive, Austin, TX 78701
3. David S. Nakamura — 88 Innovation Way, Seattle, WA 98101
The number of directors may be increased or decreased from time to time by amendment to the bylaws, but shall never be less than the minimum number required by the DGCL.
Initial Officers:
President: James R. Mitchell
Secretary: Ava M. Okafor
Treasurer: David S. Nakamura
CEO: James R. Mitchell
1. James R. Mitchell — 45 Venture Lane, San Francisco, CA 94105
2. Ava M. Okafor — 1200 Tech Park Drive, Austin, TX 78701
3. David S. Nakamura — 88 Innovation Way, Seattle, WA 98101
The number of directors may be increased or decreased from time to time by amendment to the bylaws, but shall never be less than the minimum number required by the DGCL.
Initial Officers:
President: James R. Mitchell
Secretary: Ava M. Okafor
Treasurer: David S. Nakamura
CEO: James R. Mitchell
7.
PROVISIONS AND RESTRICTIONS
Indemnification: The Corporation shall indemnify and hold harmless each person who was or is a party or is threatened to be made a party to any threatened, pending, or completed action, suit, or proceeding by reason of the fact that such person is or was a director or officer of the Corporation, to the fullest extent authorized by 8 Del. C. §145, as the same exists or may hereafter be amended. Such indemnification shall include the advancement of expenses, including attorneys' fees, incurred in defending any such action, suit, or proceeding in advance of its final disposition, upon receipt of an undertaking by or on behalf of such director or officer to repay such amount if it is ultimately determined that such person is not entitled to be indemnified.
Limitation of Liability: To the fullest extent permitted by 8 Del. C. §102(b)(7), no director of the Corporation shall be personally liable to the Corporation or its shareholders for monetary damages for breach of fiduciary duty as a director. Pursuant to the August 1, 2022 amendment to 8 Del. C. §102(b)(7), this exculpation is also extended to officers identified in 8 Del. C. §3114(b) to the fullest extent the statute permits, except as expressly excluded therein (including direct claims by stockholders). The Delaware Supreme Court in In re Fox Corporation and Snap Inc. (Jan. 2024) confirmed that adoption of officer-exculpation amendments does not require a separate class vote. This limitation shall not eliminate or limit the liability of a director or officer for: (i) any breach of the duty of loyalty to the Corporation or its shareholders (see Marchand v. Barnhill, 212 A.3d 805 (Del. 2019) and In re Caremark Int'l Inc. Deriv. Litig., 698 A.2d 959 (Del. Ch. 1996)); (ii) acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law; (iii) liability for unlawful distributions; or (iv) any transaction from which such person derived an improper personal benefit.
Amendment: These Articles of Incorporation may be amended by a resolution of the Board of Directors followed by approval of a majority of the outstanding shares entitled to vote thereon at a duly called meeting of shareholders, or by written consent of the shareholders, in accordance with the DGCL. Shareholders dissenting from certain fundamental amendments or mergers may be entitled to appraisal rights under the applicable state code.
Limitation of Liability: To the fullest extent permitted by 8 Del. C. §102(b)(7), no director of the Corporation shall be personally liable to the Corporation or its shareholders for monetary damages for breach of fiduciary duty as a director. Pursuant to the August 1, 2022 amendment to 8 Del. C. §102(b)(7), this exculpation is also extended to officers identified in 8 Del. C. §3114(b) to the fullest extent the statute permits, except as expressly excluded therein (including direct claims by stockholders). The Delaware Supreme Court in In re Fox Corporation and Snap Inc. (Jan. 2024) confirmed that adoption of officer-exculpation amendments does not require a separate class vote. This limitation shall not eliminate or limit the liability of a director or officer for: (i) any breach of the duty of loyalty to the Corporation or its shareholders (see Marchand v. Barnhill, 212 A.3d 805 (Del. 2019) and In re Caremark Int'l Inc. Deriv. Litig., 698 A.2d 959 (Del. Ch. 1996)); (ii) acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law; (iii) liability for unlawful distributions; or (iv) any transaction from which such person derived an improper personal benefit.
Amendment: These Articles of Incorporation may be amended by a resolution of the Board of Directors followed by approval of a majority of the outstanding shares entitled to vote thereon at a duly called meeting of shareholders, or by written consent of the shareholders, in accordance with the DGCL. Shareholders dissenting from certain fundamental amendments or mergers may be entitled to appraisal rights under the applicable state code.
8.
DURATION AND POWERS
The duration of the Corporation shall be perpetual unless dissolved in accordance with the DGCL and the provisions of these Articles of Incorporation and the bylaws of the Corporation.
Banking Resolutions: The officers of the Corporation are hereby authorized and empowered to open and maintain bank accounts in the name of the Corporation at such financial institutions as the Board of Directors may designate, and to execute checks, drafts, and other instruments for the payment of money from such accounts, subject to any limitations or requirements that the Board of Directors may impose.
Borrowing Authority: The Corporation may borrow money, issue notes, bonds, or other obligations, and secure any of its obligations by mortgage, pledge, or other encumbrance of any or all of its property, upon authorization by resolution of the Board of Directors.
Banking Resolutions: The officers of the Corporation are hereby authorized and empowered to open and maintain bank accounts in the name of the Corporation at such financial institutions as the Board of Directors may designate, and to execute checks, drafts, and other instruments for the payment of money from such accounts, subject to any limitations or requirements that the Board of Directors may impose.
Borrowing Authority: The Corporation may borrow money, issue notes, bonds, or other obligations, and secure any of its obligations by mortgage, pledge, or other encumbrance of any or all of its property, upon authorization by resolution of the Board of Directors.
9.
ADDITIONAL PROVISIONS
Fiscal Year: The fiscal year of the Corporation shall end on December 31 of each year, unless changed by resolution of the Board of Directors in accordance with applicable tax regulations.
IN WITNESS WHEREOF, the undersigned incorporator has executed these Articles of Incorporation on March 15, 2026.
INCORPORATOR
Patricia L. Henderson
Attorney at Law
Date: ____________________
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What Are Articles of Incorporation?
Articles of Incorporation are the foundational legal document filed with a U.S. state government to formally create a corporation. Also known as a Certificate of Incorporation or Corporate Charter in some American states, this document establishes the corporation as a separate legal entity with its own rights, obligations, and liability protections. Filing articles is the first step in the incorporation process and is required in every US state.
The articles define the essential characteristics of the U.S. corporation, including its name, purpose, stock structure, registered agent, and initial directors. They serve as the corporation's constitutional document, setting the framework for how the business will be governed. Once filed and approved by the American Secretary of State, the corporation can open bank accounts, enter into contracts, issue stock, and conduct business as a legal entity separate from its owners.
Properly drafted Articles of Incorporation protect U.S. founders by establishing clear ownership structures, limiting director liability, and providing indemnification provisions. They are especially important for corporations seeking outside investment, as American venture capitalists and institutional investors require specific stock provisions, preferred share classes, and governance protections before funding a U.S. startup.
What's Covered in This Template
Doxuno's Articles of Incorporation template includes all essential sections required to form a corporation in any US state. Each section is customizable to match your specific business needs, state requirements, and governance preferences.
Corporation Name & Suffix
State of Incorporation
Registered Agent
Incorporator Information
Stock Structure
Directors & Officers
Indemnification Provisions
Preemptive Rights
Corporate Duration
Amendment Process
S-Corp Election Intent
Banking & Borrowing
How to File Articles of Incorporation
Filing Articles of Incorporation involves several key decisions about your corporation's structure and governance. Our template walks you through each requirement step by step, ensuring your filing meets state requirements and establishes a strong legal foundation for your business.
- 1
Choose Your State and Corporation Name
Select the state where you want to incorporate and choose a unique corporation name. Verify name availability through your state's Secretary of State website. Include the required corporate designator such as Inc., Corp., Incorporated, Corporation, or Ltd. as required by state law. Consider Delaware or Nevada if you want specialized corporate law benefits.
- 2
Designate a Registered Agent
Appoint a registered agent who will accept legal documents, tax notices, and official correspondence on behalf of the corporation. The agent must have a physical street address in the state of incorporation and be available during normal business hours. You can use an individual, an attorney, or a professional registered agent service.
- 3
Define the Stock Structure
Specify the total number of authorized shares, par value per share, and whether you will have a single class of common stock or add preferred shares. Lower par values reduce filing fees in many states. If you plan to raise venture capital, including a class of preferred stock is strongly recommended for investor requirements.
- 4
Appoint Directors and Set Governance Rules
Name the initial board of directors and designate corporate officers such as President, Secretary, and Treasurer. Define governance provisions including director indemnification, limitation of liability, preemptive rights, cumulative voting, and the process for amending the articles. These provisions establish your corporate governance framework from day one.
- 5
File with the Secretary of State
Submit the completed Articles of Incorporation to the Secretary of State in your chosen state along with the required filing fee. Filing fees vary by state, ranging from approximately $50 to $500. Many states offer online filing for faster processing. Keep copies of all filed documents, the stamped approval, and your filing receipt for your corporate records.
Why Doxuno documents are different
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Legal Considerations for US Articles of Incorporation
Articles of Incorporation are governed by each state's business corporation act, with most states following the Model Business Corporation Act (MBCA) as a framework. Understanding the legal requirements and strategic considerations ensures your corporation is properly formed and positioned for growth.
This template is provided for informational purposes and does not constitute legal advice. For complex corporate structures, multi-class stock arrangements, or professional corporations, consult a licensed business attorney in your jurisdiction.
Reviewed by legal professionals. The content on this page and the template clauses have been reviewed by licensed attorneys in the United States to ensure accuracy and legal soundness for standard corporate formation scenarios.
State-Specific Filing Requirements
Each U.S. state has its own requirements for Articles of Incorporation, though most American states follow the Model Business Corporation Act (MBCA). Delaware uses its own General Corporation Law (DGCL), which offers unique advantages such as the Court of Chancery for resolving corporate disputes. Filing fees, required provisions, and processing times vary significantly between U.S. states. Always verify your chosen state's specific requirements before filing.
Stock Structure and Par Value
The stock structure defined in your articles has significant legal and financial implications. Authorized shares set the maximum number of shares the corporation can issue. Par value affects state filing fees and franchise taxes in some states. Many startups use a low par value like $0.001 per share to minimize initial costs. If you plan to seek venture capital, including preferred stock provisions from the start avoids the need for costly amendments later.
Director Liability and Indemnification
Most U.S. states allow corporations to include provisions in their articles that limit or eliminate director liability for monetary damages arising from breaches of fiduciary duty, except in cases involving intentional misconduct or knowing violations of law. Broad American indemnification provisions help attract qualified directors and officers by protecting them from personal liability when acting in good faith on behalf of the U.S. corporation.
Frequently Asked Questions
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