Amended and Restated Certificate of Incorporation (DE)

Amended and Restated Certificate of Incorporation (DE)

Filing-ready Delaware A&R charter implementing VC financing economics and governance. Produces Articles I–VI with preferred stock rights, conversion, anti-dilution, liquidation preferences, and protective provisions.

Prerequisites

Before drafting, collect:

• Executed term sheet or SPA exhibits (final economics and governance)
• Current cap table (outstanding, reserved, convertible securities)
• Existing certificate of incorporation and all amendments
• Board/stockholder approval mechanics and thresholds
• Registered agent name and Delaware registered office address
• Series terms and designations for each preferred class
• Side agreements affecting charter terms

Quick Start

1. Build intake table — gather all fields below, verify math
2. Draft Articles I–VI with consistent defined terms
3. Insert preferred stock terms in Article V
4. Add optional governance provisions only if negotiated
5. Run verification checklist against source documents

Intake Table

Capitalization Math

Verify before drafting:

• Authorized Common >= outstanding + option pool + conversion reserve + warrants/options + cushion
• Authorized Preferred >= issued + reserved + anti-dilution cushion + blank-check allocation
• Series totals sum exactly to Preferred authorization
• All price/share figures reconcile to valuation and investment amount

Article Structure

Article V Sections

Anti-Dilution Formula (Broad-Based Weighted Average)

CP' = CP * (A + B) / (A + C)

CP = Conversion Price before issuance A = Common outstanding (fully diluted, as-converted) B = Consideration received / CP C = Shares issued in the dilutive issuance

Protective Provisions Checklist

Include approval requirements for:

• Amend charter/bylaws adverse to Preferred
• Create/authorize senior or pari passu classes
• Increase/decrease authorized Common or Preferred
• Declare dividends or distributions
• Redeem or repurchase stock
• Liquidation, dissolution, or winding up
• Merge, recapitalize, or sell all/substantially all assets
• Change board size or composition
• Incur debt beyond approved thresholds
• Exclusive license or disposition of material IP

Execution Block

IN WITNESS WHEREOF, the Corporation has caused this Amended and Restated Certificate of Incorporation to be executed by a duly authorized officer on this ___ day of ________, 20.

Name: Title:

Pitfalls and Checks

• Use DGCL filing statements for amendment/restatement authority (242/245 [VERIFY]).
• Single-source all definitions — no duplicates across sections.
• Match every economic term to the term sheet and SPA exhibits. Never improvise.
• Use precise share counts reconciled to cap table and option pool.
• Include blank-check preferred only if consistent with protective provisions.
• If a term is ambiguous or conflicting, stop and request clarification.
• Optional governance provisions (indemnification, forum selection, written consent, special meetings) only if negotiated and consistent with bylaws.
• Director exculpation must track DGCL 102(b)(7) and 174 carve-outs [VERIFY].
• Delaware-specific — do not apply to other jurisdictions without redlining for local law.