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Amended Restated Certificate

Draft DE A&R Certificates in Minutes, Not Hours

12 minutes with CaseMark

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Amended Restated Certificate

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Amended Restated Certificate

Overview

CaseMark's Amended and Restated Certificate skill transforms your executed term sheets, cap tables, and existing charter documents into a filing-ready Delaware A&R Certificate of Incorporation. The AI implements VC financing economics—including preferred stock rights, conversion mechanics, anti-dilution protections, and liquidation preferences—into DGCL-compliant charter provisions across a complete Articles I–VI structure.

Drafting an Amended and Restated Certificate of Incorporation is one of the most detail-intensive tasks in venture finance. Attorneys must manually translate complex term sheet economics into precise statutory language, verify capitalization math across multiple share classes, and ensure every cross-reference and defined term is consistent—all under tight closing timelines where a single error can delay a financing.

CaseMark automates the heavy lifting of A&R certificate drafting by extracting economics, governance terms, and capitalization data directly from your source documents. The AI produces a complete, internally consistent charter with proper DGCL compliance language, preferred stock designations, and a verification checklist—giving attorneys a polished first draft to review and refine rather than build from scratch.

How it works

  1. 1. Upload your executed 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. CaseMark drafts a complete Articles I–VI charter with preferred stock designations, conversion mechanics, and protective provisions

  4. 4. Review the filing-ready certificate, verify against the automated checklist, and export as DOCX or PDF

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 and Preferences

  • Article V – Preferred Stock Designations and Rights (Conversion, Anti-Dilution, Liquidation, Dividends, Protective Provisions)

  • Article VI – General Provisions and DGCL Compliance

  • Capitalization Verification Summary

  • Verification Checklist Against Source Documents

What it handles

  • Generates filing-ready Articles I–VI with consistent defined terms

  • Implements preferred stock rights including conversion, anti-dilution, and liquidation preferences

  • Calculates and verifies capitalization math against your cap table

  • Drafts protective provisions and governance terms from negotiated term sheets

  • Supports multi-series preferred stock designations (Series Seed, A, B, and beyond)

  • Runs automated verification checklist against source documents

Required documents

  • Term Sheet or Stock Purchase Agreement

    The executed term sheet or SPA containing the financing economics, preferred stock terms, and governance provisions 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 amended and restated filing.

    .pdf, .docx

  • Capitalization Table

    The current cap table showing outstanding shares, option pool, convertible securities, and warrants for capitalization verification.

    .pdf, .docx, .xlsx, .csv

Supporting documents

  • Voting Agreement or Side Letters

    Any voting agreements or side letters that affect board composition or governance provisions to be included in the charter.

    .pdf, .docx

  • Board and Stockholder Resolutions

    Resolutions authorizing the amendment and restatement, used to verify the proper DGCL adoption path.

    .pdf, .docx

  • Registered Agent Confirmation

    Confirmation of the company's 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

Ensure consistency of defined terms, cross-references, and statutory language across all articles

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

Questions

What types of financing rounds does this support?

CaseMark supports Series Seed, Series A, Series B, and subsequent rounds, as well as blank check preferred stock authority. The AI adapts to the specific economics and governance terms in your uploaded term sheet or SPA.

Does CaseMark verify the capitalization math?

Yes. CaseMark automatically checks that authorized common shares cover outstanding shares, option pool reserves, conversion reserves, warrants, and a reasonable cushion. Any discrepancies are flagged for your review before finalizing the draft.

Can it handle multiple series of preferred stock?

Absolutely. CaseMark drafts separate designations for each preferred series with distinct original issue prices, liquidation preferences, dividend rights, anti-dilution provisions, and protective provision thresholds as specified in your term sheet.

Is the output compliant with the Delaware General Corporation Law?

CaseMark drafts charters compliant with DGCL Sections 242 and 245, including proper adoption language and statutory requirements. However, all output should be reviewed by qualified counsel before filing with the Delaware Secretary of State.

How does CaseMark handle protective provisions and governance terms?

CaseMark extracts negotiated protective provisions, voting thresholds, and board composition terms from your term sheet or side agreements and incorporates them into the appropriate charter articles. Optional governance provisions are included only when present in your source documents.

What if my existing certificate has prior amendments?

Upload your original certificate along with all prior amendments. CaseMark reconciles the full amendment history and produces a single consolidated Amended and Restated Certificate that supersedes all prior filings.

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