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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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Amended Restated Certificate of Incorporation

Overview

CaseMark's Amended and Restated Certificate of Incorporation skill transforms complex venture financing terms into filing-ready Delaware charter documents. By ingesting term sheets, cap tables, and transaction documents, the AI validates deal economics, computes share authorizations, and drafts complete preferred stock and governance provisions under DGCL 242/245. What traditionally takes hours of meticulous drafting is reduced to minutes of intelligent automation.

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, cap tables, and multiple transaction documents, compute authorized share totals with option pool reserves, and draft intricate series-specific provisions—all while ensuring strict compliance with Delaware corporate law. A single mathematical error or inconsistent term can delay closings or create costly post-closing issues.

CaseMark automates the entire charter drafting workflow through a structured six-step process that parses deal terms, validates entity compliance, computes share authorizations, and generates complete preferred stock and governance articles. The AI cross-references all uploaded documents to flag inconsistencies, logs every assumption for transparency, and produces a polished, filing-ready certificate that attorneys can review and finalize with confidence.

How it works

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

  2. 2. AI parses deal economics, validates term consistency, and verifies entity compliance

  3. 3. Review the generated certificate with series provisions, governance articles, and share schedules

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

What you get

  • Validated Term Summary & Deal Economics

  • Entity Compliance Confirmation

  • Share Authorization Schedule

  • Preferred Stock Articles (Series Provisions, Voting, Protections, Conversion, Anti-Dilution)

  • Governance Articles (Exculpation, Indemnification, Forum Selection)

  • Execution-Ready Certificate with Signature Block & Assumptions Log

What it handles

  • Parses term sheets and cap tables to validate deal economics automatically

  • Generates authorized share schedules with rounding and cushion checks

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

  • Builds governance articles with 102(b)(7) exculpation, indemnification, and forum selection

  • Produces execution-ready filing documents with proper signature blocks

  • Logs all assumptions and flags missing data before proceeding

Required documents

  • Term Sheet

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

    .pdf, .docx

  • Current Certificate of Incorporation

    The company's existing Delaware charter, 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 (SPA)

    The definitive stock purchase agreement for the financing round

    .pdf, .docx

  • Investors' Rights Agreement

    Agreement detailing registration rights, information rights, and other investor protections

    .pdf, .docx

  • Voting Agreement

    Agreement governing board composition rights and voting arrangements

    .pdf, .docx

  • ROFR and Co-Sale Agreement

    Right of first refusal and co-sale agreement among stockholders

    .pdf, .docx

  • Board Resolutions

    Board resolutions authorizing the charter amendment and restatement

    .pdf, .docx

Why teams use it

Reduce charter drafting time from hours to minutes while maintaining filing-quality precision

Automatically validate deal economics and catch inconsistencies across term sheets, cap tables, and transaction documents

Generate compliant preferred stock provisions with series-specific liquidation, conversion, anti-dilution, and protective rights

Produce execution-ready documents with proper DGCL statutory provisions, governance articles, and signature blocks

Questions

What types of venture financing rounds does this support?

CaseMark supports all standard venture financing rounds—Seed, Series A through later stages—where a Delaware Amended and Restated Certificate of Incorporation is required. The AI adapts to single or multiple series designations and handles complex capital structures.

Does the AI handle multiple series of preferred stock?

Yes. CaseMark drafts distinct provisions for each series of preferred stock, including unique liquidation preferences, conversion mechanics, anti-dilution protections, and voting rights. Each series is architected according to the specific terms in your uploaded documents.

How does CaseMark ensure DGCL compliance?

CaseMark's AI is trained on Delaware General Corporation Law requirements, including Sections 242 and 245 governing charter amendments and restatements. It verifies the proper adoption path, required statutory provisions, and filing formalities throughout the drafting process.

What if my documents have inconsistencies or missing information?

CaseMark's workflow includes validation gates at each step. If the AI detects missing data, conflicting terms between documents, or mathematical inconsistencies in the cap table, it halts and flags the specific issue before proceeding—ensuring no assumptions slip through unreviewed.

Can I customize the governance provisions?

Absolutely. CaseMark generates standard governance articles including 102(b)(7) exculpation, indemnification, forum selection, and written consent mechanics, but every provision is fully editable. You can modify, add, or remove clauses before finalizing the document.

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

CaseMark produces a filing-ready document with proper formatting, signature blocks, and signatory authority confirmation. However, we always recommend attorney review before filing, as the AI-generated draft serves as a highly polished starting point that dramatically reduces drafting time.

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