Restated Certificate

Draft Restated Certificates of Incorporation in Minutes

14 minutes with Para

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Get started with Para

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
Prior Certificate of Incorporation
Cap Table

Plans from $20 a month, with usage included.

Workflow

Overview

CaseMark's Restated Certificate skill automates the drafting of Amended and Restated Certificates of Incorporation for Delaware corporations completing preferred stock financing rounds. It ingests your term sheet, prior certificate, and cap table to produce a filing-ready charter document with complete preferred stock rights, protective provisions, and DGCL-compliant formatting. The AI cross-checks critical data points across all source documents before drafting, catching discrepancies that could delay closings.

Drafting an Amended and Restated Certificate of Incorporation for a venture financing is one of the most detail-intensive tasks in corporate law. Attorneys must manually cross-reference term sheets, cap tables, and transaction documents to calculate authorized share counts, draft complex liquidation waterfalls, and ensure every anti-dilution formula and protective provision is correctly captured. A single inconsistency between the certificate and the SPA or voting agreement can delay closings and create costly post-closing cleanup.

CaseMark automates the entire drafting workflow by ingesting your source documents, running pre-draft verification to flag discrepancies, and generating a complete, filing-ready certificate. The AI handles the complex math behind authorized capital calculations, anti-dilution adjustments, and liquidation preference stacking, while cross-referencing defined terms against your full suite of transaction documents. The result is a polished certificate that's ready for attorney review and Delaware filing.

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 Restated Certificate 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 Restated Certificate skill for the Garcia matter. I've attached the Term Sheet, Prior Certificate of Incorporation and Cap Table. Send the finished draft back here as a DOCX.

What Para does

1. Upload your term sheet, prior certificate of incorporation, and cap table
2. AI cross-checks data points across documents and flags discrepancies
3. CaseMark drafts a complete Amended and Restated Certificate with all articles and preferred stock provisions
4. Review the filing-ready document and export in your preferred format (DOCX, PDF)

What you get

Pre-Draft Verification Report
Article I — Name and Registered Agent
Article II — Purpose
Article III — Authorized Capital Structure
Article IV — Preferred Stock Rights, Preferences, and Privileges
Article V — Protective Provisions and Voting Rights
Article VI — Board Composition
Article VII — General Provisions and DGCL Compliance

What it handles

Automated pre-draft verification cross-checking term sheets against cap tables and SPAs
Complete authorized capital structure with Common and multi-series Preferred stock
Preferred stock rights drafting including dividends, liquidation waterfall, conversion, and anti-dilution
Protective provisions and voting rights tailored to each series
DGCL-compliant formatting ready for Delaware Secretary of State filing
Cross-referencing of defined terms against SPA, IRA, voting agreement, and ROFR/co-sale documents

Required documents

Term Sheet
The executed or near-final term sheet specifying pricing, liquidation preferences, anti-dilution method, protective provisions, and board composition for the financing round.
.pdf, .docx
Prior Certificate of Incorporation
The corporation's current certificate of incorporation, including any prior amendments and existing preferred stock series designations.
.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)
The draft or executed SPA for the current financing round, used for cross-referencing pricing, share counts, and defined terms.
.pdf, .docx
Investor Rights Agreement (IRA)
The IRA for cross-referencing registration rights, information rights, and other investor protections.
.pdf, .docx
Voting Agreement
The voting agreement for cross-referencing board composition and director election provisions.
.pdf, .docx
ROFR and Co-Sale Agreement
Right of first refusal and co-sale agreement for cross-referencing transfer restriction provisions.
.pdf, .docx

Why teams use it

Reduce certificate drafting time from hours to minutes while maintaining the precision required for Delaware filings

Automated cross-verification catches valuation, share count, and pricing discrepancies across term sheets, cap tables, and SPAs before they become costly errors

Consistent, DGCL-compliant formatting ensures every certificate meets Delaware Secretary of State filing standards

Comprehensive preferred stock provisions — including liquidation waterfalls, anti-dilution formulas, and protective provisions — are drafted accurately from your term sheet inputs

Questions

What documents do I need to generate a Restated Certificate?

At minimum, CaseMark requires your term sheet, prior certificate of incorporation, and cap table. For the most accurate output, you can also upload your SPA, investor rights agreement, voting agreement, and ROFR/co-sale agreement so CaseMark can cross-reference defined terms and provisions.

Does CaseMark handle multiple series of preferred stock?

Yes. CaseMark drafts certificates covering multiple series of preferred stock, each with its own rights, preferences, and privileges. The AI correctly structures liquidation waterfalls, conversion mechanics, and anti-dilution protections across all existing and new series.

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 is designed to meet Delaware Secretary of State filing standards, though attorney review is always recommended before filing.

How does CaseMark verify data consistency across my documents?

CaseMark runs an automated pre-draft verification that cross-checks key data points — including valuation, price per share, authorized shares, option pool size, and liquidation preferences — across your term sheet, cap table, and SPA. Any discrepancies are flagged before drafting begins.

Can I use this for non-Delaware corporations?

This CaseMark skill is specifically designed for Delaware corporations. The output follows DGCL provisions and Delaware Secretary of State filing requirements. Certificates for other states would require modification to comply with that state's corporate statutes.

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. This replaces what traditionally takes attorneys several hours of manual drafting, cross-referencing, and calculation verification.