← All workflows

Amended Restated Certificate

Draft A&R Certificates of Incorporation in Minutes

14 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 & Restated Certificate skill transforms executed term sheets, existing charters, and cap tables into complete, DGCL-compliant Delaware certificates of incorporation. The AI drafts all six articles with proper statutory references, preferred stock designations, and verified capitalization math—delivering a filing-ready charter that would otherwise take hours of manual drafting and cross-referencing.

Drafting an Amended & Restated Certificate of Incorporation is one of the most detail-intensive tasks in venture financing. Attorneys must manually extract economics from term sheets, reconcile capitalization figures, translate negotiated governance terms into DGCL-compliant language, and cross-reference every provision against existing charter documents—all while ensuring the math adds up and no protective provision is missed.

CaseMark automates the entire drafting workflow by ingesting your term sheet, existing charter, and cap table simultaneously. The AI extracts deal economics, verifies capitalization math, and produces a complete six-article certificate with proper Delaware statutory references, consistent defined terms, and a verification checklist—giving attorneys a polished first draft to review rather than a blank page to fill.

How it works

  1. 1. Upload your executed term sheet or SPA, 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 A&R Certificate with DGCL-compliant articles and verified math

  4. 4. Review the filing-ready charter, customize provisions, and export in DOCX or PDF

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 Designations, Rights, and Preferences

  • Article VI – Governance, Protective Provisions, and General Provisions

  • 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 matched to negotiated term sheet language

  • Produces filing-ready format with proper Delaware statutory references under §§ 242/245

  • Includes verification checklist cross-referencing output against source documents

Required documents

  • Term Sheet or Stock Purchase Agreement

    Executed term sheet or SPA containing the financing economics, preferred stock terms, governance provisions, and series designations to be implemented in the charter

    .pdf, .docx

  • Existing Certificate of Incorporation

    Current Delaware certificate of incorporation including all prior amendments and restatements, providing the baseline corporate structure and existing authorized capital

    .pdf, .docx

  • Capitalization Table

    Current cap table showing outstanding shares, option pool, convertible securities, warrants, and reserved shares for each class and series

    .pdf, .docx, .xlsx, .csv

Supporting documents

  • Board and Stockholder Resolutions

    Approval resolutions specifying the amendment and restatement authority, voting thresholds, and written consent mechanics

    .pdf, .docx

  • Voting Agreement or Side Letters

    Ancillary agreements that may affect charter-level governance provisions such as board composition or consent rights

    .pdf, .docx

  • Registered Agent Confirmation

    Current registered agent details and Delaware registered office address for inclusion in Article I

    .pdf, .docx

Why teams use it

Reduce charter drafting time from hours to minutes while maintaining DGCL compliance and filing-ready formatting

Eliminate capitalization math errors with automated verification of authorized shares, conversion reserves, and option pool calculations

Ensure consistency between term sheet economics and charter language across liquidation preferences, anti-dilution, and protective provisions

Standardize output with professional defined terms and article structure that meets Delaware Secretary of State requirements

Questions

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

At minimum, you need an 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 capitalization figures needed for a complete draft.

Does CaseMark verify the capitalization math?

Yes. CaseMark automatically calculates authorized share totals across common stock, preferred series, option pool reserves, and conversion shares. It flags discrepancies between your cap table and term sheet so you can resolve them before filing.

Which Delaware statutory provisions does the output reference?

CaseMark drafts under the Delaware General Corporation Law (DGCL), referencing the appropriate sections including §§ 242 and 245 for amendment and restatement authority, as well as relevant provisions for preferred stock designations, protective provisions, and corporate powers.

Can this handle multiple series of preferred stock?

Absolutely. CaseMark supports multi-series charters including Series Seed, Series A, Series B, and beyond. Each series receives its own designation with tailored liquidation preferences, conversion ratios, anti-dilution protections, and voting rights as specified in your term sheet.

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

CaseMark produces a filing-ready draft formatted for Delaware submission. However, we recommend attorney review of all provisions, verification of registered agent details, and confirmation of board and stockholder approval mechanics before actual filing.

How does CaseMark handle protective provisions and governance terms?

CaseMark extracts negotiated protective provisions, board composition requirements, and consent thresholds directly from your term sheet. Optional governance provisions are included only when they appear in your source documents, ensuring the charter reflects your actual deal terms.

Related

30b6 Corporate Rep

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

30b6 Deposition

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

Abstract of Judgment

Draft Judgment Abstracts in Minutes, Not Hours