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Click here to use the Cooley GO Docs Wholly Owned Subsidiary Incorporation Package Generator

Note that these documents are only intended for forming wholly owned subsidiaries as Delaware C corporations. For a summary of the differences between C corporations and other common US business entities, see this article.

The Cooley GO Docs Wholly Owned Subsidiary Incorporation Package Generator allows you to generate any or all of the following documents:

  • Action by the Sole Incorporator
  • Certificate of Incorporation
  • Bylaws, which automatically includes: Certificate of Secretary confirming adoption of Bylaws and Indemnification Agreements for each named Director
  • Initial Action by Directors (Unanimous Written Consent)
  • Common Stock Purchase Agreement, which automatically includes a stock certificate

Learn more about the incorporation process in this article.

Don’t forget to review the Answer Summary and Checklist, included in your package.


Please note that the documents produced by this generator have been prepared based on US law. If the parent company is outside of the US, then these documents may require additional modification, and additional filings may be required. Please consult with legal and tax advisors in any relevant jurisdictions.

If you are looking to incorporate a Delaware corporation as a stand-alone entity rather than as a subsidiary, please instead use the Incorporation Package (Delaware) generator

Cooley LLP, each entity affiliated with Cooley LLP including Cooley (UK) LLP and Cooley SG LLP* and the respective partners, employees and agents of the foregoing (collectively, “Cooley”) do not endorse or recommend the use of any default values or any document on, nor is Cooley expressing any opinion or recommendation of what is, or what should be, a “market” standard document. Deal terms should be negotiated based on your specific circumstances and the relevant documents should be tailored to meet the specific legal and commercial requirements of the contemplated transaction. Additional documents may be required for the contemplated transaction. Cooley assumes no responsibility for the contents of the documents provided on or any consequence of your use of any such documents. You are responsible for ensuring that all necessary securities filings and/or other legally required filings, if any, are prepared and filed. You should consult with an attorney licensed to practice in your jurisdiction as well as tax advisors before using or relying on any documents on, especially if you don’t understand any of their terms. Review carefully and use at your own risk. No document or information provided on constitutes or should be relied upon as legal advice.

*Cooley SG LLP (UEN/Registration No. T19LL1477F) is a licensed foreign law practice registered in Singapore under the Limited Liability Partnerships Act (Chapter 163A) with limited liability.