Restated Certificate of Incorporation
What this document covers
The Restated Certificate of Incorporation is a legal document used by corporations in Delaware to amend and restate their original certificate of incorporation. This form serves to update the corporation's foundational documents, reflecting changes such as modifications of stock classes, rights, and organizational structure, ensuring that the corporation's records are current and compliant with Delaware law.
Main sections of this form
- Identification of the corporation, including its name and original incorporation date.
- Resolutions adopted by the Board of Directors regarding the amendments.
- Details of classes of stock, including their rights, preferences, and restrictions.
- Provisions for dividends and liquidation preferences of preferred stock.
- Voting rights and election procedures for directors.
When to use this form
This form is needed when a corporation wants to update its original Certificate of Incorporation to reflect changes in its business structure, share classes, or corporate governance. Corporations commonly use this form during mergers, fundraising, or when adjusting stockholder rights to align with corporate strategies.
Intended users of this form
- Corporation owners seeking to amend their existing incorporation documents.
- Corporate legal teams ensuring compliance with Delaware corporate law.
- Board members responsible for corporate governance and compliance.
How to prepare this document
- Provide the corporation's name and original incorporation date at the beginning of the form.
- Detail the resolutions adopted by the Board of Directors regarding the amendment and restatement.
- Specify the classes of stock, including the number of shares and their respective rights and preferences.
- Include details regarding dividends, liquidation preferences, and any other rights of stockholders.
- Ensure signatures from the President and the Secretary of the corporation are included at the end of the document.
Does this document require notarization?
Notarization is not commonly needed for this form. However, certain documents or local rules may make it necessary. Our notarization service, powered by Notarize, allows you to finalize it securely online anytime, day or night.
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Make edits, fill in missing information, and update formatting in US Legal Forms—just like you would in MS Word.
Download a copy, print it, send it by email, or mail it via USPS—whatever works best for your next step.
Sign and collect signatures with our SignNow integration. Send to multiple recipients, set reminders, and more. Go Premium to unlock E-Sign.
If this form requires notarization, complete it online through a secure video call—no need to meet a notary in person or wait for an appointment.
We protect your documents and personal data by following strict security and privacy standards.
Typical mistakes to avoid
- Failing to include the necessary Board of Directors' resolutions.
- Not updating all sections that reference stock classes and their rights.
- Omitting signatures or dates, making the document invalid.
- Not checking for compliance with Delaware state laws before filing.
Benefits of using this form online
- Convenience of filling out and filing legally binding documents from anywhere.
- Editable templates allow for adjustments based on specific corporate needs.
- Access to expert resources ensures compliance with legal standards.
Legal use & context
- The Restated Certificate of Incorporation becomes a part of the official corporate records.
- Documents filed with the Delaware Secretary of State must reflect current legal standards to be enforceable.
- Failure to maintain accurate and updated incorporation documents can lead to legal complications and liability issues.
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FAQ
A Delaware Certificate of Incorporation is the legal establishment of a corporation in the state of Delaware. Until you get endorsed with the Certificate of Incorporation from the Delaware Division of Corporations, you don't yet have a substantial Delaware organization.
Keep in mind there are no stated required officer positions that a Delaware corporation must have, as opposed to other states. One person can comprise an entire Delaware corporation. Most Delaware companies have at least a president as well as a secretary.
Identify the breach. Conduct an investigation, determine local officer removal laws, and consult company bylaws. Detail findings. Inform the officer of the removal process. Schedule a shareholders' meeting to address officer removal and inform the officer in question of the meeting.
Delaware law requires that changes to the certificate must be supported by a majority vote of the shareholders. Call a meeting of the board of directors and present the proposed change for discussion. Vote on the change. Record the vote in the meeting minutes.
You can find a form on applicable state's Secretary of State website. Once you've completed and signed the form, you'll pay the filing fee and file it with the Secretary of State. On this form, you have the option of either naming a replacement officer or amending the number of officers in your corporation.
Step 1: Review Certificate of Incorporation and bylaws for rules and processes for removing and/or replacing an officer. Step 2: Obtain written consent from the Board of Directors to proceed with the change.
Change Your Delaware Registered Agent In order to change Registered Agents, you must first complete and submit a change of Registered Agent filing. This filing will allow you to stop using your current Registered Agent service and elect a new Registered Agent.
To revive a Delaware LLC, you just have to file a certificate of revival of Delaware limited liability company form. The form costs $169 and is in your online account at all times. You mail it into the Delaware Division of Corporations at 401 Federal Street, STE 4 Dover, DE 19901. You can fax this in as well.
Fax the filing memo to (302) 739-3812 or mail it to the Delaware Department of State. File the memo in person at the Delaware Department of State office. As of 2011, it costs $50, plus $2 per page to get certified copies of a certificate of incorporation.
