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Facilitator Guide

Certificates of Incorporation

What’s covered

  • The purpose of a certificate of incorporation 
  • Required and optional provisions under Section 102 of the DGCL 
  • Amending a certificate 
  • Pulling a charter 

Before the session

Prepare the Attendees

Send the attendees an invitation for the session. Include this link, which has the videos and exercise they’ll need to prepare.

https://www.hotshotlegal.com/discussions/certificates-of-incorporation/attendee

Prepare Yourself

Watch the videos and read the exercise so you’re familiar with the Hotshot material.

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    Course

    Certificates of Incorporation

    A discussion of certificates of incorporation, including required and optional components of an initial certificate, how they change as a company grows, and the amendment process. Also covers the important differences between public and private company charters.

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    Exercise

    PDF

During the session

 
Part 1: Knowledge Check 
 
Ask attendees these questions to ensure they understand the topic: 
 
  • What role does a certificate of incorporation play in a corporation? 
  • What provisions are required? 
  • Which provisions are optional but common? 
  • What are the two main ways to amend a certificate? 
  • What is the process of amending? 
  • What does it mean to “pull a charter” and how can you be sure you’re getting the latest version of it? 
  • How does a charter change during a financing? 
  • How does a public company charter differ from a private company charter? 
 
Part 2: Group Exercise 
 
Lead a group discussion based on the exercise. To encourage collaboration, divide the attendees into groups to discuss the exercise, then have a representative from each group summarize their views to the larger group. Call on people to share their thoughts and ask others to respond. 
 
Tip for remote sessions: use your web conferencing system’s breakout room feature to divide people into groups. 
 
Part 3: War Stories and Firm Specifics 
 
Share your own experiences and guidance, including: 
 
  • Anecdotes and war stories (e.g., about a near-disaster or a tough negotiation) 
  • General practice tips (dos and don’ts) 
  • Firm-specific guidance and practices 

After the session

To continue their learning, attendees can check out related courses in Hotshot’s Corporate Governance topic.