Model Certificate of Incorporation
This page previews the Model Certificate of Incorporation and the fields it contains. NVCA provides the official Word document — download it from the source linked on this page, then fill it in.
NVCA model documents are freely downloadable but not redistributable. This field-selector contains only transformation instructions, not the source document.
Cover page fields
| Field | Description | NVCA default |
|---|---|---|
| Company Name | Full legal name of the corporation | |
| Registered Agent Address | Street address of the registered agent in Delaware | |
| Registered Agent City | City of the registered agent office | |
| Registered Agent County | County of the registered agent office | |
| Registered Agent Name | Name of the registered agent in Delaware | |
| Total Authorized Shares | Total number of authorized shares of all classes | |
| Number Of Classes | Number of classes of stock (e.g., two) | |
| Common Shares Authorized | Number of authorized shares of Common Stock | |
| Preferred Shares Authorized | Number of authorized shares of Preferred Stock | |
| Series Designation | Series designation for preferred stock (e.g., A, B, C) | |
| Original Issue Price | Original purchase price per share of the designated series of Preferred Stock; accepts a value with or without a leading dollar sign and renders exactly one dollar sign | |
| Initial Purchase Price | Initial purchase price per share of the designated series of Preferred Stock | |
| Liquidation Preference Multiple | Liquidation preference multiple (e.g., 1, 1.5, 2) | |
| Dividend Rate Percent | Annual dividend rate percentage on Preferred Stock | |
| Dividend Rate Per Share | Dividend rate per annum per share of Preferred Stock (dollar amount) | |
| Preferred Shares Outstanding Threshold | Minimum shares of Preferred Stock outstanding for protective provisions to apply | |
| Preferred Director Seats | Number of Preferred Director board seats | |
| Common Director Seats | Number of directors elected exclusively by the Common Stock | |
| At Large Director Seats | Number of directors elected by Common and Preferred Stock voting together | |
| Escrow Consideration Treatment | Treatment of escrow or holdback amounts in a Deemed Liquidation Event | |
| Preferred Shares Designated Portion | Number of authorized Preferred Stock shares designated as the named series | |
| Preferred Vote Threshold | Approval threshold used where the form offers all holders or a majority of holders/directors | |
| Original Incorporation Name | Original incorporation name, if different from current company name (leave blank if same) | |
| Original Incorporation Date | Historical date the corporation was originally incorporated (the recital date), which need not equal the effective date of this amended and restated charter. Accepts ISO YYYY-MM-DD (rendered as e.g. "July 15, 2026") or a display-ready date string. | |
| Redemption Start Date | Earliest date on which preferred stock may be redeemed ("on or after <date>"). Accepts ISO YYYY-MM-DD (rendered as e.g. "March 15, 2026") or a display-ready date string. | |
| Redemption Price Basis | Redemption Price formula to use when Article Sixth redemption is enabled; choose the Original Issue Price plus declared but unpaid dividends, or the greater of that amount and Fair Market Value | |
| Include Redemption Holder Opt Out | When Article Sixth redemption is enabled, permit a holder to opt out within 20 days after delivery of the Redemption Notice and exclude those shares from the redemption allocation | |
| Qualified Financing Notice Days | Days of prior notice required for qualified financing | |
| Qualified Ipo Minimum Price | Minimum public offering price per share for a Qualified IPO, excluding the dollar sign | |
| Qualified Ipo Gross Proceeds | Minimum offering proceeds required for a Qualified IPO, excluding the dollar sign | |
| Qualified Ipo Proceeds Basis | Whether the Qualified IPO proceeds threshold is measured on a gross or net basis | |
| Qualified Direct Listing Market Cap | Minimum expected market capitalization for a Qualified Direct Listing, excluding the dollar sign | |
| No Cumulative Voting | Include 'no cumulative voting' clause | |
| Common Stock Voting Limitation | Include clause limiting common stock from vetoing preferred-only amendments | |
| Authorized Shares Vote Provision | Include simplified vote provision for changing authorized Common Stock count | |
| Include Officer Indemnification | Include officer indemnification alongside director indemnification | |
| Include Redemption Cross Ref | Include cross-reference to Section 6.1 (Redemption) | |
| Signature Page Marker | Signature page marker text | |
| Time Zone | Time zone for notices and deadlines (e.g., Eastern, Pacific) | |
| Par Value | Par value per share of common and preferred stock | |
| Specify Percentage | Percentage threshold for specified provisions; enter the number only (for example, 60), without the percent sign | |
| Specify Percentage Clause | Complete percentage carrier set by computed.json from the number-only percentage input | |
| Effective Date | Date this amended and restated certificate is EXECUTED, printed on the signature block ("executed by a duly authorized officer of this corporation on <date>") — supply the execution/signature date, not a later intended filing date. Under 8 Del. C. Section 103 the charter becomes legally effective on filing with the Delaware Secretary of State (or a specified delayed effective time), which may differ from this execution date. Accepts ISO YYYY-MM-DD (rendered as e.g. "July 15, 2026") or a display-ready date string. | |
| Adjustment Notice Days | Days to provide notice of conversion price adjustments | |
| Redemption Interest Rate | Annual interest rate on unredeemed shares (percentage) | |
| Redemption Compounding Frequency | Frequency at which interest on unredeemed shares is compounded | |
| Conversion Notice Days | Days prior to record date for mandatory conversion notice | |
| Dividend Formula Prefix | Non-cumulative dividend formula prefix phrase | |
| Dividend Formula Alt | Alternative dividend formula phrase | |
| Acquisition Exception Shares | Max shares issuable as acquisition consideration without triggering anti-dilution | |
| Strategic Partnership Exception Shares | Max shares issuable for strategic partnerships without triggering anti-dilution | |
| Dividend Type | Dividend structure: non_cumulative_as_converted (>95%), non_cumulative_fixed, or cumulative | |
| Liquidation Participation | Liquidation participation type: non_participating (94-96%) or participating | |
| Anti Dilution Type | Anti-dilution formula: broad_based_weighted_average (>98%) or full_ratchet | |
| Full Ratchet Sunset Date | Optional last date on which the full-ratchet adjustment applies. Used only when anti_dilution_type is full_ratchet; omit this field to leave the full-ratchet protection without a sunset. Accepts ISO YYYY-MM-DD (rendered as e.g. "December 31, 2029") or a display-ready date string. | |
| Include Pay To Play | Include Section 5A pay-to-play conversion provisions (<5% of deals) | |
| Include Redemption | Include Article Sixth full redemption provisions (2-5% of deals) | |
| Include Direct Listing | Include a Qualified Direct Listing as a mandatory-conversion trigger | |
| Include Dle Financing Exclusion | Exclude a bona fide preferred-stock financing from the Deemed Liquidation Event definition | |
| Include Dle Redemption Mechanics | Include the Section 2.3.2(b) post-Deemed-Liquidation-Event redemption mechanics | |
| Include Nonstandard Protective Provisions | Include the optional Requisite Directors operational-veto provisions | |
| Include Lender Exemption | Include the lender and equipment-lessor Exempted Securities paragraph | |
| Include Supplier Exemption | Include the supplier and service-provider Exempted Securities paragraph | |
| Include Acquisition Exemption | Include the acquisition-consideration Exempted Securities paragraph | |
| Include Strategic Partnership Exemption | Include the strategic-partnership Exempted Securities paragraph | |
| Include Exclusive Forum | Include the Delaware exclusive-forum provision | |
| Include California Repurchases | Include the California Corporations Code Section 500 repurchase provision | |
| Include Officer Exculpation | Extend the Article Ninth exculpation provision to officers |
Defaults shown are NVCA's recommended values — see NVCA's standard for all fields and options.
This template is a drafter's starting point. It does not constitute legal advice. Workflow support only. Not legal advice.