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An Amended and Restated Certificate of Incorporation is a legal document filed with the Secretary of State that restates, integrates, and adjusts the startup's initial Articles of Incorporation (i.e. the company's Charter).
Corporations that, in separate filings, have amended sections of the original Articles of Incorporation, can use the Restated Articles of Incorporation (Form DC-4) to restate the entire articles of incorporation so that there is only one document to reference in the future.
Restated Charter means the amended and restated certificate or articles of incorporation of the Company, as in effect at the time of determination, including any certificates of designation or articles of amendment.
Amended means changed, i.e., that someone has revised the document. Restated means presented in its entirety, i.e., as a single, complete document. Accordingly, amended and restated means a complete document into which one or more changes have been incorporated.
An amended agreement or amended means that a contract has been modified, changed or edited. A restated agreement or restated means that the original contract is reproduced in full in one document.
A corporation may restate in a single certificate the entire text of its articles as amended by filing an officers' certificate or, in circumstances where incorporators or the board may amend a corporation's articles pursuant to California Corporations Code sections 901 and 906, a certificate signed and verified by a
The vote usually takes place at a formal meeting of the corporation (annual meeting or other) and shareholders must be advised of the proposed change before the meeting. If the shareholders approve the change to the articles of incorporation, the amended document must be attested to by the corporate secretary.
Amended means changed, i.e., that someone has revised the document. Restated means presented in its entirety, i.e., as a single, complete document. Accordingly, amended and restated means a complete document into which one or more changes have been incorporated.
Restated Articles of Organization are an integration into a single instrument of the current provisions of the limited liability company's Articles of Organization along with any desired amendments to those Articles.
Amended means changed, i.e., that someone has revised the document. Restated means presented in its entirety, i.e., as a single, complete document. Accordingly, amended and restated means a complete document into which one or more changes have been incorporated.