Amended Restated Certificate of Incorporation

Draft Delaware A&R Certificates in Minutes, Not Hours

14 minutes with Para

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Para is an AI colleague for legal teams. Send it this work by email, Teams or Slack, and it hands back the finished document.

14 minutes with Para

What you'll need

Term Sheet & Definitive Documents
Current Certificate of Incorporation
Cap Table

Plans from $20 a month, with usage included.

Workflow

Overview

This CaseMark skill transforms term sheets and transaction documents into filing-ready Delaware Amended and Restated Certificates of Incorporation for venture-financing rounds. It automates the complex translation of deal economics, investor protections, and governance terms into a defensible charter document fully compliant with DGCL Sections 242 and 245.

Drafting an Amended and Restated Certificate of Incorporation for a venture round is one of the most detail-intensive tasks in corporate law. Attorneys must manually translate complex term sheet economics into precise charter language, compute authorized share tables across multiple series, and ensure every protective provision, conversion mechanic, and governance clause is DGCL-compliant—all under tight closing deadlines.

CaseMark automates the entire charter drafting workflow, from parsing deal terms and validating entity details to computing capital math and generating complete preferred stock and governance articles. The AI cross-references your term sheet, cap table, and definitive documents to produce a consistent, filing-ready certificate with a full assumptions log, letting attorneys focus on strategic review rather than manual drafting.

How to hand this to Para

1. Send Para the files
Email them, drop them in a Teams or Slack message, or upload them.
2. Para runs the Amended Restated Certificate of Incorporation skill
It works from your files and checks its citations against the record.
3. The finished document comes back
Para returns it where you asked, usually as a DOCX, and offers the next step.

Example request · email, Teams or Slack

Para, run the Amended Restated Certificate of Incorporation skill for the Garcia matter. I've attached the Term Sheet & Definitive Documents, Current Certificate of Incorporation and Cap Table. Send the finished draft back here as a DOCX.

What Para does

1. Upload your term sheet, existing charter, cap table, and supporting transaction documents
2. AI parses deal economics, validates entity details, and computes authorized share tables
3. Review the generated certificate with preferred stock provisions, governance layers, and assumptions log
4. Export the filing-ready document in your preferred format (DOCX, PDF)

What you get

Validated Term Summary
Entity & Jurisdiction Confirmation
Share Authorization Schedule
Preferred Stock Articles (Series Provisions, Voting, Protections, Conversion, Anti-Dilution)
Governance Articles (102(b)(7), Indemnification, Forum Selection)
Execution-Ready Certificate with Signature Block

What it handles

Automated deal parsing and term-sheet-to-charter conversion
Precise capital math with authorized share tables and rounding cushion checks
Full preferred stock architecture including liquidation, conversion, and anti-dilution provisions
DGCL-compliant governance layers with 102(b)(7), indemnification, and forum selection
Filing-hardened output with signature blocks and signatory authority verification
Assumptions log and redline-ready draft for counsel review

Required documents

Term Sheet & Definitive Documents
The term sheet along with definitive transaction documents such as the Stock Purchase Agreement, Investors' Rights Agreement, Voting Agreement, and ROFR/Co-Sale Agreement
.pdf, .docx
Current Certificate of Incorporation
The company's existing charter as currently on file with the Delaware Secretary of State
.pdf, .docx
Cap Table
Current capitalization table showing outstanding shares, option pool, convertible instruments, warrants, and financing amounts
.pdf, .docx, .xlsx, .csv

Supporting documents

Board Resolutions
Board resolution authorizing the amendment and restatement and confirming the adoption path
.pdf, .docx
Stockholder Consent
Written consent or meeting minutes evidencing stockholder approval of the charter amendment
.pdf, .docx
Prior Certificates of Designation
Any previously filed certificates of designation for existing preferred stock series
.pdf, .docx

Why teams use it

Reduce charter drafting time from days to minutes while maintaining DGCL compliance and deal accuracy

Eliminate capital math errors with automated share authorization tables and cross-document validation

Ensure complete preferred stock provisions with series-specific liquidation, conversion, anti-dilution, and protective rights

Produce filing-hardened documents with proper governance layers, signature blocks, and assumptions logs for transparent counsel review

Questions

Does this produce a document ready to file with the Delaware Secretary of State?

CaseMark generates a filing-hardened draft that includes proper signature blocks, registered agent details, and DGCL-compliant language. While the output is designed to be filing-ready, we always recommend final review by qualified counsel before submission.

Can it handle multiple series of preferred stock in a single charter?

Yes. CaseMark's AI drafts complete preferred stock architecture for each series, including distinct liquidation preferences, conversion mechanics, anti-dilution provisions, and protective covenants. It handles Series Seed through later-stage rounds with separate designations.

How does CaseMark ensure the capital math is accurate?

The AI cross-references your cap table, term sheet, and financing amounts to compute authorized share totals with built-in rounding and cushion checks. It flags any inconsistencies between documents so you can resolve them before the draft is finalized.

What if I'm missing some of the required inputs?

CaseMark's workflow is gated—it will identify exactly which missing items are needed and prompt you to provide them before proceeding. This ensures no critical provisions are omitted from the final charter document.

Does it support both DGCL Section 242 and Section 245 adoption paths?

Yes. CaseMark verifies your board resolution and stockholder approval route and tailors the certificate language accordingly, whether you're amending under Section 242 or restating under Section 245.

Can I use this for non-Delaware incorporations?

This CaseMark skill is specifically designed for Delaware General Corporation Law requirements. Delaware is the standard jurisdiction for venture-backed companies, and the output is optimized for Delaware Secretary of State filing standards.