Amended Restated Certificate

Draft Delaware A&R Certificates in Minutes, Not Hours

12 minutes with CaseMark

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12 minutes with CaseMark

What you'll need

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

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Workflow

Overview

CaseMark's Amended and Restated Certificate skill transforms executed term sheets and existing charter documents into filing-ready Delaware A&R certificates of incorporation. The AI implements complex VC financing economics—including preferred stock designations, liquidation preferences, anti-dilution protections, and protective provisions—into properly structured, DGCL-compliant charter articles.

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 term sheet economics into precise charter language, verify capitalization math across multiple share classes, and ensure every provision complies with Delaware corporate law—a process prone to errors and consuming hours of billable time.

CaseMark automates the heavy lifting of A&R certificate drafting by ingesting your term sheet, existing charter, and cap table, then generating a complete, internally consistent certificate with all articles, preferred stock terms, and governance provisions. The AI cross-references source documents, performs capitalization verification, and flags open items—delivering a polished first draft ready for counsel review in minutes.

How it works

1. Upload your term sheet, existing certificate, and current cap table
2. AI analyzes economics, governance terms, and capitalization structure
3. Review the generated filing-ready A&R certificate with all articles and provisions
4. Export in your preferred format (DOCX, PDF) for counsel 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
Article IV – Common Stock Rights and Provisions
Article V – Preferred Stock Designations, Rights, and Preferences
Article VI – Governance, Protective Provisions, and General Terms
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 conversion, anti-dilution, and liquidation preferences
Calculates and verifies capitalization math against source cap tables
Drafts protective provisions and governance terms from negotiated term sheets
Produces filing-ready format with proper Delaware statutory references
Includes verification checklist cross-referenced against source documents

Required documents

Term Sheet or Stock Purchase Agreement
The executed or near-final term sheet or SPA containing the 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 or restated certificates on file with the Delaware Secretary of State
.pdf, .docx
Capitalization Table
Current cap table showing outstanding shares, option pool, convertible securities, warrants, and reserved shares by class and series
.pdf, .docx, .xlsx, .csv

Supporting documents

Board and Stockholder Resolutions
Resolutions authorizing the amendment and restatement, including approval thresholds and adoption mechanics
.pdf, .docx
Side Letters or Ancillary Agreements
Any side agreements, voting agreements, or investor rights agreements that affect charter-level provisions
.pdf, .docx
Registered Agent Confirmation
Current registered agent name and Delaware registered office address confirmation
.pdf, .docx

Why teams use it

Reduce charter drafting time from hours to minutes while maintaining precision on complex economic terms

Eliminate manual capitalization math errors with automated verification against source cap tables

Ensure consistent defined terms and proper DGCL statutory references throughout all articles

Accelerate financing closings by producing review-ready first drafts immediately after term sheet execution

Questions

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

CaseMark requires at minimum your executed term sheet or SPA, the current certificate of incorporation with all amendments, and a current cap table. Side agreements and board resolutions can also be uploaded for more comprehensive drafting.

Does CaseMark handle multiple series of preferred stock?

Yes. CaseMark can draft charter provisions for multiple series of preferred stock (e.g., Series Seed, Series A, Series B), each with distinct economic terms, liquidation preferences, and conversion mechanics as specified in your term sheet.

How does CaseMark ensure DGCL compliance?

CaseMark references applicable Delaware General Corporation Law sections (including §§ 242 and 245) throughout the drafted certificate and flags adoption path requirements. However, all output should be reviewed by qualified Delaware counsel before filing.

Can the tool calculate authorized share counts and conversion reserves?

CaseMark performs capitalization math verification, ensuring authorized common shares cover outstanding stock, option pool reserves, conversion shares, warrants, and a reasonable cushion. It flags any discrepancies against your source cap table.

Is the output ready to file with the Delaware Secretary of State?

CaseMark produces a filing-ready draft formatted to Delaware standards, but it is intended as a first draft for attorney review. Counsel should verify all terms, confirm board and stockholder approvals, and ensure compliance before submission.

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

CaseMark typically generates a comprehensive A&R certificate in approximately 10–12 minutes, compared to the hours or days traditionally required for manual drafting and cross-referencing of term sheet provisions.