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Amended and Restated Certificate of Incorporation

Draft Delaware Certificates of Incorporation in Minutes

12 minutes with CaseMark

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2. Upload the files you want analyzed.

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Amended and Restated Certificate of Incorporation

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Workflow

Amended and Restated Certificate of Incorporation

Overview

Drafting amended and restated certificates of incorporation is tedious, time-consuming work that requires translating term sheet provisions into precise Delaware corporate law language. Corporate attorneys spend hours ensuring preferred stock rights, anti-dilution provisions, and protective provisions are correctly formatted while cross-referencing multiple source documents and maintaining compliance with DGCL Sections 242 and 245.

Drafting amended and restated certificates of incorporation for preferred stock financings requires translating complex term sheets into precise legal provisions covering liquidation waterfalls, anti-dilution mechanics, and protective rights. Manual drafting takes 6-8 hours and risks mathematical errors, inconsistent definitions, and misalignment with transaction documents that can derail closings or create future disputes.

CaseMark analyzes your term sheet and cap table to automatically generate a complete, filing-ready Delaware certificate with mathematically accurate capital structure, properly structured liquidation preferences, weighted-average anti-dilution formulas, and comprehensive protective provisions. The AI ensures perfect alignment across all transaction documents and flags any discrepancies or missing information before you finalize.

How it works

  1. 1. Upload your documents

  2. 2. AI analyzes and extracts key information

  3. 3. Review and customize the generated content

  4. 4. Export in your preferred format (DOCX, PDF)

What you get

  • Document Header and Title

  • Preliminary Statements (Original Filing, Amendment Authority)

  • Article I: Corporate Name

  • Article II: Registered Agent and Office

  • Article III: Corporate Purpose

  • Article IV: Authorized Capital Stock

  • Article V: Preferred Stock Rights and Preferences

  • Article VI: Director Liability Limitations

  • Execution Block with Signature Lines

What it handles

  • Document Header and Title

  • Preliminary Statements (Original Filing, Amendment Authority)

  • Article I: Corporate Name

  • Article II: Registered Agent and Office

  • Article III: Corporate Purpose

  • Article IV: Authorized Capital Stock

  • Article V: Preferred Stock Rights and Preferences

  • Article VI: Director Liability Limitations

  • Execution Block with Signature Lines

Required documents

  • Term Sheet

    Investment term sheet containing economic terms, valuation, liquidation preferences, anti-dilution methodology, and protective provisions

    PDF, DOCX

  • Capitalization Table

    Current cap table showing all outstanding securities, option pool, and post-financing ownership structure

    XLSX, CSV, PDF

Supporting documents

  • Existing Certificate of Incorporation

    Current certificate to identify provisions being modified and ensure proper restatement of existing rights

    PDF, DOCX

  • Stock Purchase Agreement

    Executed or draft SPA containing detailed transaction terms and definitions

    PDF, DOCX

  • Board Resolutions

    Board resolutions approving the financing and certificate amendments

    PDF, DOCX

  • Investors' Rights Agreement

    IRA containing governance provisions that should align with certificate terms

    PDF, DOCX

Why teams use it

Generate complete certificates in 12 minutes vs. 4+ hours of manual drafting

Automatically extract and format preferred stock terms from term sheets

Ensure Delaware DGCL compliance with built-in legal standards

Eliminate transcription errors when converting deal terms to charter language

Maintain consistency across multiple financing rounds and amendments

Questions

What information do I need to provide to generate a certificate of incorporation?

You need to upload the term sheet containing the economic terms (valuation, price per share, liquidation preference, anti-dilution method) and a current capitalization table. CaseMark will extract all necessary details including the series designation, authorized shares, conversion terms, protective provisions, and board composition. If you have the existing certificate, stock purchase agreement, or other transaction documents, uploading those ensures even greater accuracy and consistency across all documents.

How does CaseMark handle complex provisions like participating preferred and anti-dilution adjustments?

CaseMark automatically drafts the complete legal language for participating vs. non-participating preferred structures, including participation caps if specified in your term sheet. For anti-dilution, it generates the full broad-based weighted-average formula with proper definitions of the outstanding share base and all standard carve-outs for option grants, equipment financing, and other exempt issuances. The AI calculates and verifies that authorized share numbers accommodate potential anti-dilution adjustments.

Will the certificate be ready to file with the Delaware Secretary of State?

Yes, CaseMark generates a complete, properly formatted certificate that meets all Delaware filing requirements under DGCL Sections 242 and 245. The document includes all required elements: proper heading, certification language, recitals of adoption, all substantive articles, and execution section. You simply need to have an authorized officer sign and submit it for filing. The AI ensures compliance with Delaware law including proper registered agent designation and statutory exculpation language.

How does CaseMark ensure the certificate aligns with my other transaction documents?

When you upload multiple transaction documents, CaseMark cross-references all defined terms, economic provisions, and governance rights across the term sheet, stock purchase agreement, investors' rights agreement, and certificate. It flags any inconsistencies in valuation, share numbers, protective provisions, or other terms and requests clarification before finalizing the draft. This ensures your entire financing package is internally consistent and eliminates the risk of conflicting provisions that could cause problems at closing or later.

Can CaseMark handle certificates with multiple series of preferred stock?

Absolutely. CaseMark can draft certificates that create new series while restating existing series of preferred stock, ensuring all rights are properly preserved and the priority among series is correctly established. It handles complex multi-series structures including different liquidation preferences, seniority arrangements, separate series voting rights, and series-specific protective provisions. The AI verifies that the total authorized preferred stock accommodates all series and maintains mathematical accuracy across the entire capital structure.

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