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Restated Certificate

Draft Restated Certificates of Incorporation in Minutes

14 minutes with CaseMark

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Restated Certificate

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Restated Certificate

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 term sheets, prior certificates, and cap tables to produce filing-ready charter documents with complete preferred stock rights, protective provisions, and DGCL-compliant language. The AI cross-checks data across all source documents and flags discrepancies before generating the draft.

Drafting an Amended and Restated Certificate of Incorporation for a preferred stock financing is one of the most detail-intensive tasks in venture capital practice. Attorneys must manually cross-reference term sheets, cap tables, prior certificates, and multiple transaction documents to ensure consistency — a process that typically takes 4-8 hours and is highly susceptible to calculation errors, defined-term mismatches, and DGCL compliance oversights.

CaseMark automates the entire first-draft process by ingesting your source documents, running automated cross-checks, and generating a complete, filing-ready Amended and Restated Certificate of Incorporation. The AI handles complex calculations for authorized capital, anti-dilution formulas, and liquidation waterfalls while ensuring every provision aligns with your term sheet and Delaware law — freeing attorneys to focus on negotiation strategy and client counsel.

How it works

  1. 1. Upload your term sheet, prior certificate, and cap table

  2. 2. AI cross-checks data points across documents and flags discrepancies

  3. 3. CaseMark drafts a complete Amended and Restated Certificate with all articles

  4. 4. Review preferred stock rights, anti-dilution provisions, and protective provisions

  5. 5. Export the filing-ready document 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

  • Cross-Reference and Discrepancy Summary

What it handles

  • Automated authorized capital structure from term sheets and cap tables

  • 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

  • Cross-referencing against SPA, IRA, voting agreements, and ROFR/co-sale documents

  • DGCL compliance verification and Delaware filing-readiness checks

Required documents

  • Term Sheet

    The executed or near-final term sheet covering pricing, liquidation preferences, 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

    .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

  • Investors' Rights Agreement (IRA)

    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

  • Right of First Refusal and Co-Sale Agreement

    Draft or executed ROFR/co-sale agreement for cross-referencing transfer restriction provisions

    .pdf, .docx

Why teams use it

Reduce drafting time from hours to minutes with AI-generated first drafts that include complete authorized capital structures, preferred stock rights, and protective provisions

Eliminate costly errors through automated cross-referencing of term sheets, cap tables, and transaction documents with discrepancy flagging before drafting begins

Ensure DGCL compliance with Delaware-specific language, statutory references, and filing format requirements built into every draft

Maintain consistency across deal documents by cross-referencing defined terms, board composition, and voting provisions against SPAs, IRAs, and voting agreements

Questions

What types of financing rounds does this support?

CaseMark's Restated Certificate skill supports preferred stock financing rounds of all stages — from seed and Series A through later-stage rounds with multiple series of preferred stock. It handles standard venture financing structures including participating and non-participating preferred, various anti-dilution methods, and multi-series liquidation waterfalls.

Does the output comply with Delaware General Corporation Law (DGCL)?

Yes. CaseMark drafts the certificate specifically for Delaware corporations and incorporates DGCL requirements including proper authorization language, statutory references, and filing format. However, as with any AI-generated legal document, attorney review is recommended before filing with the Delaware Secretary of State.

How does CaseMark handle discrepancies between the term sheet and cap table?

CaseMark runs a pre-draft verification that cross-checks key data points — such as valuation, price per share, authorized shares, and option pool size — across your uploaded documents. Any discrepancies are flagged in a verification report so you can resolve them before the certificate is finalized.

Can it handle multiple series of preferred stock?

Absolutely. CaseMark supports certificates with multiple series of preferred stock, each with distinct rights, preferences, and privileges. The AI correctly structures liquidation waterfalls, conversion mechanics, and voting rights across all series based on your term sheet and prior certificate.

Do I need to upload transaction documents like the SPA and voting agreement?

The term sheet, prior certificate, and cap table are required. Transaction documents such as the SPA, IRA, and voting agreement are optional but recommended — CaseMark uses them to cross-reference defined terms, board composition, and protective provisions for a more accurate and consistent draft.

How much time does this save compared to manual drafting?

Manually drafting an Amended and Restated Certificate typically takes 4-8 hours of attorney time, including cross-referencing multiple documents and verifying calculations. CaseMark generates a comprehensive first draft in approximately 14 minutes, allowing attorneys to focus on review and negotiation rather than initial drafting.

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