The certificate of incorporation is the foundational document filed with the secretary of state establishing the corporation as a legal entity. Also called articles of incorporation, charter, or certificate of formation, it contains the company name, authorized share counts and classes, registered agent, purpose, and other foundational provisions, and is amended at each priced financing to authorize new share classes (Series Seed Preferred, Series A Preferred) and reflect their negotiated rights. It is the document where the actual legal terms of preferred stock live; term sheets summarize what becomes legally binding in the certificate.
The standard contents:
Company name and address: official name; registered ...