Restated Certificate

Draft Restated Certificates of Incorporation in Minutes

14 minutes with CaseMark

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14 minutes with CaseMark

What you'll need

Term Sheet
Prior Certificate of Incorporation
Cap Table

SOC 2 Type II · HIPAA compliant · $5 free credit

Workflow

Overview

CaseMark's Restated Certificate skill transforms term sheets, cap tables, and prior certificates into filing-ready Amended and Restated Certificates of Incorporation for Delaware preferred stock financings. The AI handles the complex interplay of authorized capital calculations, multi-series preferred stock designations, anti-dilution formulas, and protective provisions while ensuring DGCL compliance throughout.

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 cross-reference term sheets, cap tables, and multiple transaction documents while calculating authorized share totals, drafting complex anti-dilution formulas, and ensuring every protective provision aligns across the deal. A single error in share authorization or conversion mechanics can delay closings or create costly post-closing amendments.

CaseMark automates the entire drafting workflow, starting with a pre-draft verification that flags discrepancies between your term sheet, cap table, and SPA before drafting begins. The AI then generates a complete, DGCL-compliant certificate with properly structured preferred stock designations, mathematically verified anti-dilution provisions, and cross-referenced defined terms — delivering in minutes what traditionally takes hours of painstaking manual work.

How it works

1. Upload your term sheet, prior certificate, and cap table
2. AI cross-checks all inputs for discrepancies and flags issues before drafting
3. CaseMark generates a complete Amended and Restated Certificate with all articles and preferred stock designations
4. Review, customize provisions, and export as a filing-ready document (DOCX, PDF)

What you get

Pre-Draft Verification Report
Article I – Corporate Name
Article II – Registered Agent and Office
Article III – Purpose
Article IV – Authorized Capital and Preferred Stock Designations
Article V – Preferred Stock Rights (Dividends, Liquidation, Conversion, Anti-Dilution)
Article VI – Protective Provisions and Voting Rights
Article VII – General Provisions and DGCL Compliance

What it handles

Automated authorized capital structure from cap tables and term sheets
Preferred stock rights drafting including dividends, liquidation, and conversion
Anti-dilution formula generation with broad-based weighted average and full ratchet support
Protective provisions and voting rights tailored to each preferred series
Pre-draft verification that cross-checks term sheet, cap table, and SPA for discrepancies
DGCL-compliant formatting ready for Delaware Secretary of State filing

Required documents

Term Sheet
The executed or near-final term sheet specifying pricing, liquidation preference, anti-dilution method, protective provisions, and board composition
.pdf, .docx
Prior Certificate of Incorporation
The current certificate of incorporation on file with the Delaware Secretary of State, including any prior amendments or restatements
.pdf, .docx
Cap Table
Current capitalization table showing shares outstanding, option pool, warrants, convertible notes, and all equity holders
.pdf, .docx, .xlsx, .csv

Supporting documents

Stock Purchase Agreement (SPA)
Draft or executed SPA for cross-referencing pricing, representations, and defined terms
.pdf, .docx
Investor Rights Agreement
Draft or executed IRA for cross-referencing registration rights and information rights provisions
.pdf, .docx
Voting Agreement
Draft or executed voting agreement for cross-referencing board composition and director election provisions
.pdf, .docx
ROFR and Co-Sale Agreement
Draft or executed right of first refusal and co-sale agreement for cross-referencing transfer restriction provisions
.pdf, .docx

Why teams use it

Eliminate hours of manual drafting by automatically generating complete certificate articles from your transaction inputs

Catch discrepancies early with automated pre-draft verification that cross-checks your term sheet, cap table, and SPA before a single word is drafted

Ensure consistency across transaction documents with intelligent cross-referencing of defined terms against your SPA, IRA, and voting agreement

Reduce revision cycles with accurate anti-dilution formulas, liquidation waterfalls, and authorized share calculations generated from your actual numbers

Questions

What documents do I need to generate a restated certificate?

At minimum, you need a term sheet, the prior certificate of incorporation, and a current cap table. CaseMark can also incorporate your SPA, investor rights agreement, and voting agreement for cross-referencing defined terms and ensuring consistency across your transaction documents.

Does CaseMark handle multiple series of preferred stock?

Yes. CaseMark drafts designations for each series of preferred stock, including Series Seed, Series A, and subsequent rounds. Each series receives its own dividend, liquidation, conversion, and anti-dilution provisions based on the terms you provide.

Is the output compliant with Delaware General Corporation Law (DGCL)?

CaseMark generates certificates specifically formatted for Delaware corporations in compliance with DGCL requirements. The output follows Delaware Secretary of State filing standards, though you should always have counsel review before filing.

How does CaseMark handle anti-dilution calculations?

CaseMark supports both broad-based weighted average and full ratchet anti-dilution methods. It generates the appropriate formula language based on your term sheet and can verify the math against sample numbers from your cap table.

Can I use this for non-Delaware corporations?

This skill is specifically designed for Delaware corporations. State-specific corporate law requirements vary significantly, so CaseMark's restated certificate drafting should not be applied to other jurisdictions without substantial modification by qualified counsel.

How long does it take to generate a restated certificate?

CaseMark typically generates a complete Amended and Restated Certificate of Incorporation in approximately 12-15 minutes, including the pre-draft verification report. This replaces what traditionally takes attorneys several hours of manual drafting and cross-referencing.