← All workflows

Amended Restated Certificate

Draft Delaware A&R Certificates in Minutes, Not Hours

12 minutes with CaseMark

Fast lane

We have it from here.

Choose the fast one-off run here, or jump into the workspace when you want saved history, revisions, and a fuller matter workflow.

Run this once here

Best for a quick one-off job. Add your email, upload the files, and we'll run the workflow and send the result to your inbox.

1. Add your email so we know where to send the result.

2. Upload the files you want analyzed.

3. Run the workflow and we'll take it from there.

Use in Workspace

Best for ongoing matters

Save and reopen matters, keep documents together, refine the output, rerun with changes, and export or share polished work product when you're done.

Open in Workspace

Need more context?

Scroll for the workflow details below if you want to review what this run handles, what documents help, and what the output looks like.

If this is part of a live matter, the workspace is the better fit: you can keep your documents together, revisit the result, and keep working without starting from scratch.

Jump to detailsOpen in Workspace

Start here

Run this workflow now

Best for a fast one-off run. Add your email, upload the files, and we'll deliver the result without sending you into the full app.

Workflow

Amended Restated Certificate

Step 1 · Deliver to

Step 3 · Run this workflow

Workflow

Amended Restated Certificate

Overview

CaseMark's Amended and Restated Certificate skill transforms your term sheet economics and existing charter into a complete, DGCL-compliant Delaware A&R Certificate of Incorporation. It drafts all six Articles with proper preferred stock designations, liquidation preferences, anti-dilution protections, and governance provisions—ready for counsel review and filing.

Drafting an Amended and Restated Certificate of Incorporation for a VC financing round is one of the most detail-intensive tasks in startup law. Attorneys must manually translate complex term sheet economics into precise charter language, verify capitalization math across multiple share classes, and ensure every provision complies with the DGCL—a process that typically takes hours and is prone to costly errors.

CaseMark automates the heavy lifting of charter drafting by extracting economics, governance terms, and capitalization data directly from your uploaded term sheet, existing certificate, and cap table. It generates a complete, internally consistent A&R Certificate with proper Series designations, conversion mechanics, and protective provisions, giving attorneys a high-quality first draft to review and refine rather than build from scratch.

How it works

  1. 1. Upload your term sheet, existing certificate of incorporation, and current cap table

  2. 2. AI extracts economics, governance terms, and capitalization data from your source documents

  3. 3. Review the generated filing-ready A&R Certificate with all Articles and preferred stock provisions

  4. 4. Export in your preferred format (DOCX, PDF) for final review and filing

What you get

  • Article I – Corporate Name and Registered Agent

  • Article II – Purpose and Powers

  • Article III – Authorized Capital Stock and Capitalization Summary

  • Article IV – Common Stock Rights and Provisions

  • Article V – Preferred Stock Terms (Series Designations, Liquidation Preferences, Dividends, Anti-Dilution, Conversion, Protective Provisions)

  • Article VI – General Provisions and DGCL Adoption Path

  • Capitalization Verification Checklist

What it handles

  • Generates complete Articles I–VI with consistent defined terms and DGCL citations

  • Implements preferred stock economics including liquidation preferences, dividends, and anti-dilution

  • Calculates and verifies capitalization math across common, preferred, and conversion reserves

  • Drafts protective provisions and governance terms aligned to negotiated term sheet

  • Produces filing-ready charter language with proper Series designations and par values

  • Includes verification checklist cross-referenced against source documents

Required documents

  • Term Sheet or Stock Purchase Agreement

    The executed term sheet or SPA containing the negotiated economics, governance terms, and Series designations for the financing round

    .pdf, .docx

  • Existing Certificate of Incorporation

    The current certificate of incorporation and all prior amendments filed with the Delaware Secretary of State

    .pdf, .docx

  • Capitalization Table

    The current cap table showing outstanding shares, option pool, convertible securities, and authorized share counts

    .pdf, .docx, .xlsx, .csv

Supporting documents

  • Voting Agreement

    If board composition or voting provisions are to be included in the charter rather than a separate agreement

    .pdf, .docx

  • Side Letters or Supplemental Agreements

    Any side agreements that modify or supplement the standard term sheet provisions affecting charter terms

    .pdf, .docx

  • Registered Agent Confirmation

    Confirmation of the registered agent name and Delaware registered office address

    .pdf, .docx

Why teams use it

Reduce charter drafting time from hours of manual work to minutes of AI-assisted generation

Eliminate capitalization math errors with automated verification against your cap table and term sheet

Ensure consistent defined terms and cross-references across all Articles and Series designations

Accelerate financing closings by producing first drafts that are already structured for DGCL compliance

Questions

What documents do I need to generate an Amended and Restated Certificate?

You'll need your executed term sheet or SPA, the current certificate of incorporation with all amendments, and your current cap table. CaseMark uses these to extract the economics, governance terms, and capitalization figures needed for a complete charter.

Does CaseMark handle multiple series of preferred stock?

Yes. CaseMark drafts separate Series designations (e.g., Series Seed, Series A, Series B) with distinct terms for each class, including unique liquidation preferences, conversion ratios, and protective provisions as specified in your term sheet.

How does CaseMark ensure DGCL compliance?

CaseMark references the applicable Delaware General Corporation Law sections (including §§ 242 and 245) and structures the charter provisions to comply with statutory requirements. However, you should always have qualified counsel review the final document before filing.

Can it handle anti-dilution and conversion mechanics?

Absolutely. CaseMark implements broad-based weighted average anti-dilution, optional and automatic conversion triggers, and calculates conversion ratios based on the original issue price and cap table data from your source documents.

Does the output include capitalization verification?

Yes. CaseMark generates a capitalization verification checklist that cross-references authorized shares against outstanding stock, option pool reserves, conversion shares, and warrants to ensure the math is consistent with your term sheet and cap table.

Is the generated certificate ready to file with the Delaware Secretary of State?

CaseMark produces filing-ready language, but the output should be reviewed by legal counsel to confirm accuracy, verify board and stockholder approval mechanics, and ensure all negotiated terms are properly reflected before submission to the Delaware Secretary of State.

Related

30b6 Corporate Rep

Master 30(b)(6) Depositions in Minutes, Not Hours

30b6 Deposition

Draft & Defend 30(b)(6) Depositions in Minutes

Abstract of Judgment

Draft Judgment Abstracts in Minutes, Not Hours