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State of Delaware Certificate of Incorporation of a Close Corporation

This is a close corporation Certificate of Incorporation in Delaware. The form provided here is simply a sample of what the actual form looks like.




· First: The name of this Corporation is ______________________________

· Second: Its Registered Office in the State of Delaware is to be located at

_______________________________ Street,

in the City of _______________________________

County of _______________________________

_______________________________ Zip Code.

The registered agent in charge thereof is ___________________________

· Third: The nature of business and the objects and purposes proposed to be transacted, promoted and carried on , are to engage in any lawful act of activity for which corporations may be organized under the General corporation Law of Delaware.

· Fourth: The amount of the total authorized capital stock of this corporation is

_______________________________ Dollars ($_____________)

divided into __________ shares

of _______________________________ Dollars ($____________) each.

· Fifth: The name and mailing address of the incorporator are as follows:

Name ____________________________________________________

Mailing Address ____________________________________________


Zip Code_____________

· Sixth: All of the corporation's issued stock, exclusive of treasury shares, shall be held of record by not more than thirty (30) persons.

· Seventh: All of the issued stock of all classes shall be subject to one or more of the restrictions on transfer permitted by Section 202 of the General Corporation Law.

· Eighth: 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.

· I, The Undersigned, for the purpose of forming a corporation under the laws of the State of Delaware, do make, file and record this Certificate, and do certify that the facts herein stated are true, and I have accordingly hereunto set my hand

this __________ day of _______________, A.D. 20______.

BY: ________________________________

NAME: _______________________________
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