§ 102. Contents of certificate of incorporation.

[Mandatory contents] The charter shall set forth:
1. [Name] The name of the corporation, which shall
  1. contain (or abbreviations thereof, with or without punctuation)
    - 1 of the words “association,” “company,” “corporation,” “club,” “foundation,” “fund,” “incorporated,” “institute,” “society,” “union,” “syndicate,” or “limited,” or
    - words of like import of foreign countries or jurisdictions (provided they are written in roman characters or letters);
    but the Division of Corporations may waive such requirement (unless it determines that such name is, or might otherwise appear to be, that of a natural person)
    - if such corporation files in accordance with § 103 (a) – (c) a certificate stating that its total assets, as defined in § 503(i), are not less than $10,000,000, or
    - in the Division of Corporations’s sole discretion, if the corporation is both a nonprofit nonstock corporation and an association of professionals;
  2. distinguish it on the Division of Corporations’s records from any name
    - of another domestic corporation,
    - of a qualified foreign corporation or any domestic or qualified foreign partnership, LP, LLC, registered series of an LLC or L.P., or statutory trust, or
    - that is reserved with the Division of Corporations,except that in the latter two cases, the Division of Corporations may waive such requirement with the written consent of the name holder or reserver (filed in accordance with § 103 (a) – (c)) or, without prejudice to their rights, in the interest of the state;
  3. not contain the word “trust” (except as permitted by §395); and
  4. not contain the word “bank” [unless the corporation is actually a regulated bank etc., or there is no risk of confusion].
2. [Registered office] The address of the corporation’s registered office in this State (in accordance with § 131(c)), and the name of its registered agent at such address;
3. [Nature of the business] The nature of the business or purposes to be conducted or promoted. It shall be sufficient to state, either alone or with other businesses or purposes, that the purpose of the corporation is to engage in any lawful act or activity for which corporations may be organized under this chapter;
4. [Share classes and rights] The total number of shares of all classes of stock authorized to be issued; and for each class of shares the number of shares and their par value (or a statement that the class is to be without par value); and, if and in as far as desired, in respect of any class or series of stock, a statement of, or an express grant of authority to the board to fix by resolution, the designations, powers, rights, and qualifications thereof, which are permitted by § 151;
  OR, in the case of a nonstock corporation, the fact that the corporation is a nonstock corporation. A nonstock corporation shall have members but it is not dissolved, and its acts are still valid, even if it does not have members. A nonstock corporation’s charter or bylaws
  - shall set forth the criteria for identifying members (otherwise, those entitled to elect the governing body shall be deemed members);
  - may establish, or make provision to establish in the future, different member groups or classes with differential rights or duties.
5. [Incorporators] The name and mailing address of the incorporators;
6. [First directors] If the powers of the incorporators are to terminate upon the filing of the charter, the names and mailing addresses of the persons who are to serve as directors until the first annual meeting of stockholders or until their successors are elected and qualify.
[Optional contents] The charter may also contain:
1. [General Enabling Clause] “Any provision for the management of the business and for the conduct of the affairs of the corporation, and any provision creating, defining, limiting and regulating the powers of the corporation, the directors, and the stockholders, or any class of the stockholders, or the governing body, members, or any class or group of members of a nonstock corporation; if such provisions are not contrary to the laws of this State. Any provision which is required or permitted by any section of this chapter to be stated in the bylaws may instead be stated in the certificate of incorporation;”
2. [court-approved compromise] [a clause set forth in the statute, to be reproduced verbatim, allowing for a compromise approved by ¾ in value of each class of creditors and stockholders/members and sanctioned by a Delaware court of equity, which will be binding on all creditors and stockholders of that class];
3. [preemptive rights] Provisions granting to the holders of stock of the corporation, or of any class or series thereof, the preemptive right to subscribe to any or all additional issues of any or all classes or series of stock of the corporation, or to any securities of the corporation convertible into such stock. [No preemptive rights unless explicitly set forth in charter; grandfathering clause for rights in existence on July 3, 1967];
4. [supermajority provisions] Provisions requiring for any corporate action the vote of a larger portion than is required by this chapter;
5. [duration] “A provision limiting the duration of the corporation’s existence to a specified date; otherwise, the corporation shall have perpetual existence;”
6. [personal liability] “A provision imposing personal liability for the debts of the corporation on its stockholders to a specified extent and upon specified conditions; otherwise, the stockholders … shall not be personally liable for the payment of the corporation’s debts except as they may be liable by reason of their own conduct or acts;”
7. [limit on director liability] “A provision eliminating or limiting the personal liability of a director to the corporation or its stockholders for monetary damages for breach of fiduciary duty as a director,” except:
  1. For breaches of the duty of loyalty;
  2. “for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law;”
  3. under § 174; or
  4. “for any transaction from which the director derived an improper personal benefit.”
    No such provision can retroactively affect liability with respect to an act or omission preceding the provision’s adoption. The term ‘director’ in this paragraph includes all other persons who, pursuant to a provision of the charter in accordance with § 141(a), exercise or perform board powers or duties.
[Unnecessary contents] “It shall not be necessary to set forth in the certificate of incorporation any of the powers conferred on corporations by this chapter.”
[Reference to facts outside the charter] Except for provisions included pursuant to (a)(1), (a)(2), (a)(5), (a)(6), (b)(2), (b)(5), (b)(7), and provisions included pursuant to (a)(4) specifying the classes, number of shares, and par value of authorized shares, any provision of the charter may be made dependent upon facts ascertainable outside such instrument, provided that the manner in which such facts shall operate upon the provision is clearly and explicitly set forth therein. The term “facts,” as used in this subsection, includes the occurrence of any event, including a determination or action by any person or body, including the corporation.
[Reserving a name] A name can be reserved for 120 days by or on behalf of anyone contemplating to use that name for a domestic or qualified foreign corporation. The reservation is renewable and transferable. Reservation, renewal, transfer, or cancellation are made by filing with the Secretary of State including the reserved name, the name and address of the applicant or transferee, and a filing fee as specified in § 391. If the filing is in conformity with law, the Secretary of State shall return to the applicant a copy of the filing with a notice of the action taken.
[No fee-shifting] “The certificate of incorporation may not contain any provision that would impose liability on a stockholder for the attorneys’ fees or expenses of the corporation or any other party in connection with an internal corporate claim, as defined in § 115 of this title.”