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Amended Restated Certificate of Incorporation

Draft Delaware A&R Certificates in Minutes, Not Hours

14 minutes with CaseMark

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Amended Restated Certificate of Incorporation

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Workflow

Amended Restated Certificate of Incorporation

Overview

CaseMark's Amended and Restated Certificate of Incorporation skill automates the drafting of filing-ready Delaware charters for venture financing rounds. It converts term-sheet economics, governance terms, and cap-table data into a defensible, DGCL-compliant charter document through a structured six-step workflow with built-in validation at every stage.

Drafting an Amended and Restated Certificate of Incorporation for a venture financing round is one of the most detail-intensive tasks in corporate law. Attorneys must manually reconcile term sheets, SPAs, cap tables, and governance agreements while performing complex share-authorization math and ensuring every provision complies with Delaware statutory requirements. A single error in conversion ratios, anti-dilution formulas, or authorized share counts can delay closings or create costly post-closing corrections.

CaseMark automates the entire charter drafting workflow—from parsing deal economics and validating entity compliance to calculating share authorization tables and generating series-specific preferred stock provisions. Its six-step gated process ensures no required data is missed, and the output includes a comprehensive assumptions log so counsel can quickly verify every term before filing with the Delaware Secretary of State.

How it works

  1. 1. Upload your term sheet, current charter, cap table, and transaction documents

  2. 2. AI parses deal economics, validates entity details, and calculates share authorization math

  3. 3. Review the complete draft certificate with preferred stock provisions, governance articles, and assumptions log

  4. 4. Export the filing-ready document in your preferred format (DOCX, PDF)

What you get

  • Validated Term Summary

  • Entity Compliance Confirmation

  • Share Authorization Schedule

  • Preferred Stock Articles

  • Governance Articles

  • Execution-Ready Certificate of Incorporation

What it handles

  • Parses term sheets and SPAs to extract deal economics automatically

  • Calculates authorized share tables with rounding and option-pool cushion checks

  • Drafts series-specific preferred stock provisions including liquidation, conversion, and anti-dilution

  • Generates governance articles with 102(b)(7), indemnification, and forum selection clauses

  • Validates entity compliance and registered agent details against Delaware requirements

  • Produces execution-ready filing documents with proper signature blocks and authority confirmations

Required documents

  • Term Sheet

    The executed or near-final term sheet outlining deal economics, governance terms, and investor protections for the financing round

    .pdf, .docx

  • Current Certificate of Incorporation

    The company's existing Delaware certificate of incorporation, including any prior amendments or restatements

    .pdf, .docx

  • Cap Table

    Current capitalization table showing outstanding shares, option pool, convertible instruments, and warrants

    .pdf, .docx, .xlsx, .csv

Supporting documents

  • Stock Purchase Agreement

    The definitive SPA for the financing round, including per-share pricing and closing conditions

    .pdf, .docx

  • Investors' Rights Agreement

    Draft or executed investors' rights agreement detailing registration rights, information rights, and other investor protections

    .pdf, .docx

  • Voting Agreement

    Draft or executed voting agreement specifying board composition rights and drag-along provisions

    .pdf, .docx

  • Board Resolutions

    Board resolutions authorizing the charter amendment and restatement, including the adoption path under DGCL 242 or 245

    .pdf, .docx

Why teams use it

Reduce charter drafting time from days to minutes while maintaining filing-quality accuracy

Eliminate manual share-math errors with automated authorized share calculations and option-pool cushion checks

Ensure DGCL compliance with built-in statutory provision templates and adoption-path validation

Maintain a clear assumptions log and audit trail for every drafting decision

Questions

What types of venture financing rounds does this support?

CaseMark's A&R COI skill supports all standard venture financing rounds—Seed, Series A through Series D and beyond. It handles single and multi-series preferred stock designations with full economic and governance terms.

Does the output comply with Delaware General Corporation Law?

Yes. CaseMark drafts the certificate in compliance with DGCL Sections 242 and 245, including proper adoption procedures, required statutory provisions, and Delaware-specific governance mechanics like Section 102(b)(7) exculpation clauses.

Can it handle complex anti-dilution and liquidation preference structures?

Absolutely. CaseMark supports broad-based and narrow-based weighted-average anti-dilution, full-ratchet provisions, participating and non-participating liquidation preferences, and multiple liquidation multiples across different series.

How does CaseMark handle missing information during drafting?

CaseMark's workflow includes built-in validation gates. If required data is missing—such as registered agent details, board composition rights, or per-series economics—the system flags the gap and provides a clear assumptions log so you know exactly what needs to be confirmed before filing.

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

CaseMark produces a filing-ready document with proper signature blocks, signatory authority confirmations, and all required statutory language. However, you should always have counsel review the final document before submission to ensure it reflects the negotiated deal terms accurately.

Can I use this for a restated certificate without amendments?

Yes. CaseMark supports both amended and restated certificates under DGCL 245 as well as amendments under DGCL 242. You can specify the adoption path based on your board resolution and stockholder approval route.

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