Amended Restated Certificate

Draft A&R Certificates of Incorporation in Minutes

12 minutes with Para

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Get started with Para

Para is an AI colleague for legal teams. Send it this work by email, Teams or Slack, and it hands back the finished document.

12 minutes with Para

What you'll need

Term Sheet or Stock Purchase Agreement
Existing Certificate of Incorporation
Capitalization Table

Plans from $20 a month, with usage included.

Workflow

Overview

CaseMark's Amended & Restated Certificate of Incorporation skill transforms executed term sheets, existing charters, and cap tables into complete, filing-ready Delaware A&R Certificates. The AI extracts financing economics, governance terms, and capitalization data to produce a professionally drafted charter with Articles I–VI, including detailed preferred stock designations, anti-dilution provisions, and protective covenants.

Drafting an Amended & Restated Certificate of Incorporation for a venture financing is one of the most detail-intensive tasks in corporate law. Attorneys must manually translate complex term sheet economics into precise charter language, cross-reference capitalization tables, verify share authorization math, and ensure every provision complies with the DGCL—a process that typically takes many hours and is highly prone to calculation errors and inconsistencies.

CaseMark automates the heavy lifting of A&R Certificate drafting by ingesting your term sheet, existing charter, and cap table to produce a complete, internally consistent charter document. The AI handles capitalization math verification, preferred stock term implementation, and DGCL-compliant drafting conventions, delivering a filing-ready draft in minutes that attorneys can review and finalize with confidence.

How to hand this to Para

1. Send Para the files
Email them, drop them in a Teams or Slack message, or upload them.
2. Para runs the Amended Restated Certificate skill
It works from your files and checks its citations against the record.
3. The finished document comes back
Para returns it where you asked, usually as a DOCX, and offers the next step.

Example request · email, Teams or Slack

Para, run the Amended Restated Certificate skill for the Garcia matter. I've attached the Term Sheet or Stock Purchase Agreement, Existing Certificate of Incorporation and Capitalization Table. Send the finished draft back here as a DOCX.

What Para does

1. Upload your executed term sheet or SPA, existing certificate of incorporation, and current cap table
2. AI extracts economics, governance terms, and capitalization data to build a complete intake table
3. Review the generated filing-ready A&R Certificate with all preferred stock terms and DGCL provisions
4. Export in your preferred format (DOCX, PDF) for counsel review and Delaware filing

What you get

Article I – Corporate Name and Registered Agent
Article II – Purpose and Powers
Article III – Capitalization and Authorized Shares
Article IV – Common Stock Rights
Article V – Preferred Stock Designations, Rights, and Preferences
Article VI – Governance, Protective Provisions, and General Provisions
Capitalization Verification Summary
Drafting Notes and Open Items

What it handles

Generates complete Articles I–VI with consistent defined terms and DGCL citations
Implements preferred stock rights including liquidation preferences, dividends, and anti-dilution
Calculates and verifies capitalization math across common, preferred, and conversion reserves
Drafts protective provisions and governance terms matched to negotiated term sheet economics
Produces filing-ready Delaware charter language with proper 242/245 adoption recitals
Includes verification checklist cross-referenced against source documents

Required documents

Term Sheet or Stock Purchase Agreement
The executed term sheet or SPA containing the financing economics, governance terms, series designations, and preferred stock rights to be implemented in the charter
.pdf, .docx
Existing Certificate of Incorporation
The company's current certificate of incorporation and all prior amendments, used as the baseline for the restated charter
.pdf, .docx
Capitalization Table
Current cap table showing outstanding shares, option pool, convertible instruments, and reserved shares by class and series
.pdf, .docx, .xlsx, .csv

Supporting documents

Board and Stockholder Resolutions
Approval resolutions specifying the DGCL adoption path (Section 242/245) and any required vote thresholds
.pdf, .docx
Voting Agreement or Side Letters
Any side agreements that affect charter-level governance terms such as board composition or protective provisions
.pdf, .docx
Registered Agent Confirmation
Confirmation of the company's Delaware registered agent name and registered office address
.pdf, .docx

Why teams use it

Eliminate hours of manual drafting by auto-generating complete charter language from your term sheet economics

Reduce errors with automated capitalization math verification across all share classes, reserves, and convertible instruments

Ensure DGCL compliance with proper statutory references, adoption recitals, and standard Delaware charter conventions

Accelerate deal closings by producing review-ready drafts that counsel can finalize rather than build from scratch

Questions

What documents do I need to generate an A&R Certificate?

At minimum, you need the executed term sheet or stock purchase agreement, your current certificate of incorporation (with any amendments), and a current cap table. CaseMark uses these to extract the economics, governance terms, and share authorization numbers needed for a complete charter.

Does CaseMark handle multiple series of preferred stock?

Yes. CaseMark drafts separate designations for each preferred series (e.g., Series Seed, Series A, Series B) with individualized liquidation preferences, conversion ratios, dividend rights, and anti-dilution protections based on your term sheet terms.

Is the output compliant with the Delaware General Corporation Law?

CaseMark generates charter language designed to comply with DGCL requirements, including proper Section 242/245 adoption recitals and statutory references. However, all output should be reviewed by qualified Delaware counsel before filing with the Secretary of State.

How does CaseMark verify the capitalization math?

CaseMark cross-checks authorized share counts against outstanding shares, option pool reserves, conversion shares, warrants, and a cushion buffer. It flags any discrepancies between your cap table and the proposed authorized share numbers so you can resolve them before filing.

Can I customize protective provisions and governance terms?

Absolutely. CaseMark drafts protective provisions and board composition terms based on what's negotiated in your term sheet. Optional governance provisions are included only when supported by your source documents, and you can edit any section before export.

How long does it take to generate a complete A&R Certificate?

CaseMark typically generates a complete, filing-ready A&R Certificate in approximately 10–12 minutes. This replaces what traditionally takes hours of manual drafting, cross-referencing term sheets, and verifying capitalization calculations.