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.