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Amended Restated Certificate of Incorporation

Draft Delaware A&R COIs 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 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 charter document compliant with DGCL Sections 242 and 245. The AI handles everything from share authorization math to preferred stock architecture to governance provisions, producing a complete certificate ready for counsel review and filing.

Drafting an Amended and Restated Certificate of Incorporation for a venture financing round is one of the most detail-intensive tasks in corporate law. Associates must manually translate term sheet economics into precise charter language, reconcile cap table math across multiple documents, and ensure every protective provision and governance mechanic complies with Delaware law. A single error in share authorization or conversion mechanics can delay closings or create costly post-closing corrections.

CaseMark automates the entire charter drafting workflow through a six-step process that parses deal terms, validates entity compliance, calculates share authorizations, drafts preferred stock and governance articles, and produces an execution-ready document. The AI cross-references your term sheet, SPA, and cap table to flag inconsistencies before they become problems, giving attorneys a defensible first draft that dramatically accelerates time to closing.

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 authorized share tables

  3. 3. Review the generated certificate including preferred stock articles, governance provisions, and capital structure

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

What you get

  • Validated Term Summary & Transaction Math

  • Entity Compliance Confirmation

  • Share Authorization Schedule

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

  • Governance Articles (102(b)(7), Indemnification, Forum Selection, Consent Mechanics)

  • Execution-Ready Certificate with Signature Block

What it handles

  • Parses term sheets and SPAs to extract economics, governance, and protective provisions automatically

  • Calculates authorized share tables with rounding cushions and option pool reserves

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

  • Generates DGCL-compliant governance provisions including 102(b)(7), indemnification, and forum selection

  • Validates entity details, registered agent information, and adoption path under DGCL 242/245

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

Required documents

  • Term Sheet

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

    .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, warrants, and financing amounts

    .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 outlining registration rights, information rights, and other investor protections

    .pdf, .docx

  • Voting Agreement

    Agreement specifying board composition rights and voting arrangements

    .pdf, .docx

  • ROFR / Co-Sale Agreement

    Right of first refusal and co-sale agreement governing share transfer restrictions

    .pdf, .docx

  • Board Resolutions

    Board resolutions authorizing the charter amendment and restatement

    .pdf, .docx

Why teams use it

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

Eliminate manual share authorization math errors with automated cap table calculations and rounding cushions

Ensure consistency across term sheets, SPAs, and charter provisions with built-in cross-document validation

Produce standardized, high-quality output with an assumptions log that accelerates partner review

Questions

What types of venture financing rounds does this support?

CaseMark supports all standard venture financing rounds including Seed, Series A through Series F, and later-stage rounds. The AI adapts to the specific economics and governance terms of each round as defined in your term sheet and transaction documents.

Does the output comply with Delaware General Corporation Law?

Yes. CaseMark drafts certificates that align with DGCL Sections 242 and 245, including proper adoption paths, required statutory provisions, and Delaware-specific governance mechanics. However, all output should be reviewed by qualified counsel before filing.

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

Absolutely. CaseMark drafts series-specific provisions for each class of preferred stock, including distinct liquidation preferences, conversion mechanics, anti-dilution protections, and voting rights tailored to each series' term sheet economics.

How does CaseMark handle missing or inconsistent information?

CaseMark's workflow includes built-in validation gates. If required data is missing or if inconsistencies are detected between your term sheet, cap table, and transaction documents, the system flags the issue and generates an assumptions log so you can resolve discrepancies before finalizing.

What if my deal has non-standard protective provisions or governance terms?

CaseMark accommodates custom protective provisions, board composition carve-outs, and non-standard governance mechanics. The AI extracts these terms from your uploaded documents and incorporates them into the appropriate charter sections.

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

CaseMark produces a filing-hardened document with proper signature blocks and signatory authority confirmations. While the output is designed to be filing-ready, we recommend a final review by your corporate counsel before submission to the Secretary of State.

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