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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 transforms term sheets, cap tables, and prior certificates into filing-ready Amended and Restated Certificates of Incorporation for Delaware corporations. Purpose-built for preferred stock financing rounds, it handles the full complexity of authorized capital structures, multi-series preferred stock rights, anti-dilution mechanics, and DGCL compliance. The result is a professionally drafted charter document ready for review, customization, and filing with the Delaware Secretary of State.

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 prior certificates while ensuring every share count, liquidation waterfall, and anti-dilution formula is mathematically correct and legally compliant — a process prone to costly errors and significant time investment.

CaseMark automates the heavy lifting of restated certificate drafting by ingesting your term sheet, cap table, and prior certificate, cross-checking critical data points for discrepancies, and generating a complete, filing-ready document. Every section — from authorized capital to protective provisions — is structured to reflect your deal terms while maintaining DGCL compliance, freeing attorneys to focus on negotiation and strategic 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. Review the generated filing-ready Amended and Restated Certificate

  4. 4. Export in your preferred format (DOCX, PDF) for filing with the Delaware Secretary of State

What you get

  • Pre-Draft Verification Summary

  • Article I – Corporate Name and Registered Agent

  • Article II – Purpose and Powers

  • Article III – Authorized Capital Structure

  • Article IV – Preferred Stock Rights, Preferences, and Privileges

  • Article V – Protective Provisions and Voting Rights

  • Article VI – Board Composition and Governance

  • Article VII – General Provisions and DGCL Compliance

What it handles

  • Generates filing-ready Delaware certificates from term sheets and cap tables

  • Structures authorized capital across common and multiple preferred series

  • Drafts comprehensive preferred stock rights including dividends, liquidation, conversion, and anti-dilution

  • Builds protective provisions and voting rights aligned with transaction documents

  • Cross-checks valuation, share counts, and pricing across all source documents

  • Ensures DGCL compliance and Delaware Secretary of State filing requirements

Required documents

  • Term Sheet

    The executed or near-final term sheet outlining 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

  • Capitalization Table

    Current cap 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, share counts, and defined terms

    .pdf, .docx

  • Investor Rights Agreement

    IRA draft for cross-referencing registration rights and information rights provisions

    .pdf, .docx

  • Voting Agreement

    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 transfer restriction cross-references

    .pdf, .docx

Why teams use it

Reduce charter document drafting time from hours to minutes while maintaining precision across complex capital structures

Eliminate manual cross-referencing errors between term sheets, cap tables, and transaction documents

Ensure DGCL compliance and Delaware Secretary of State filing requirements are met automatically

Maintain consistency of defined terms and cross-references across the full suite of financing documents

Questions

What documents do I need to generate a restated certificate?

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

Is the output specific to Delaware law?

Yes. CaseMark generates certificates specifically tailored to Delaware General Corporation Law (DGCL) requirements. The output is designed for filing with the Delaware Secretary of State and should not be used for other state filings without modification.

How does CaseMark handle multiple series of preferred stock?

CaseMark analyzes your cap table and term sheet to structure rights, preferences, and privileges for each series of preferred stock, including series-specific liquidation preferences, conversion ratios, and anti-dilution protections.

Does the AI verify the math in my cap table and term sheet?

Yes. CaseMark runs a pre-draft verification that cross-checks pre/post-money valuations, price per share, authorized share counts, option pool sizing, and conversion math across your source documents, flagging any discrepancies before drafting.

Can I customize the protective provisions and voting rights?

Absolutely. CaseMark generates protective provisions based on your term sheet and voting agreement, and you can review and customize every section before finalizing the document.

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, compared to the hours or days it traditionally takes to draft manually.

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