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Amended & Restated Certificate of Incorporation (Series A Preferred)
A Delaware Amended & Restated Certificate of Incorporation that authorizes Series A Preferred Stock and sets its dividend, liquidation, conversion, anti-dilution, voting, and protective rights alongside Common Stock.
What is an Amended & Restated Certificate of Incorporation?
An Amended & Restated Certificate of Incorporation (Series A Preferred) is the restated Delaware charter that authorizes Series A Preferred Stock and sets its dividend, liquidation, conversion, anti-dilution, voting, and protective rights alongside Common Stock.
A Delaware C-corp closing a priced Series A round with one or more institutional investors, together with its founders and existing common holders. The Corporation files it with the Delaware Secretary of State immediately before the Series A closing.
Amended & Restated Certificate of Incorporation template, current for 2026
The terms track the 2026 market. A 1x non-participating preference is the default, with capped or full participation as gated options. The broad-based weighted-average anti-dilution formula is spelled out in full. The Qualified IPO threshold carries both a dollar trigger and a price-multiple trigger. The DGCL Section 115 exclusive-forum provision includes an optional federal-forum carve-out for Securities Act claims, and DGCL Section 102(b)(7) exculpation extends to officers under the 2022 amendments.
How HDAi does this differently
Unlike a static form, HDAi runs a guided interview and assembles your Amended & Restated Certificate of Incorporation as you answer. When you want it finished, a licensed Hart David Carson attorney reviews it and tailors it to your facts before you sign. The interview and the first draft are automated. The judgment belongs to an attorney.
What you’ll be asked
A short interview in plain language that asks only what this document needs.
- Full legal name of the Delaware corporation. Exactly as it appears on the current Certificate of Incorporation on file with the Delaware Secretary of State.
- Date the original Certificate of Incorporation was filed. Required by DGCL Section 245 for an Amended & Restated Certificate to recite the filing history.
- Anticipated filing/effective date of this A&R Certificate. Should align with the Series A closing date scheduled in the Stock Purchase Agreement.
- Delaware registered office address (street, city, ZIP). DGCL Section 102(a)(2) requires the certificate to state the registered office address in Delaware. Use your registered agent's Delaware street address rather than the company's business address.
- Name of the Delaware registered agent at that office. DGCL Section 102(a)(2) requires the certificate to name the registered agent. Typically a commercial registered agent (e.g., Corporation Service Company or The Corporation Trust Company).
- Total number of authorized shares of Common Stock after the restatement. Must be enough to cover outstanding common, the option pool (including the pre-money top-up), and all shares reserved on conversion of the Series A.
- Total number of authorized shares of Series A Preferred Stock. Match the share count required to deliver the negotiated Series A price and preference; typically equal to the shares being issued at the closing.
- Series A Original Issue Price per share (in US dollars). The per-share purchase price under the Series A Stock Purchase Agreement; used to calculate the liquidation preference and conversion price.
- Par value per share. Delaware franchise tax is sensitive to par value; startup convention is $0.00001 or $0.0001.
- How should Series A dividends accrue? Non-cumulative is founder-friendly and market-standard for venture Series A; cumulative is more common in later or investor-favorable rounds.
- Annual dividend rate (percent of Original Issue Price). Typical range 6-8%. Used as the reference dividend before any Common dividend may be paid.
- On conversion of cumulative Series A, how are accrued Accruing Dividends treated? Applies only to the cumulative-dividend path. The NVCA form offers three treatments: forfeited on conversion (most common and founder-friendly), paid in cash or stock, or added to the amount converted (increasing the shares of Common Stock issued and the as-converted liquidation clause).
- Liquidation preference multiple. 1x non-participating is the current market standard for a priced Series A; higher multiples appear in down rounds or bridge situations.
- Participation on liquidation. Non-participating (Series A takes preference OR converts and shares pro rata) is market standard. Capped participation is a middle-ground; full participation is investor-favorable and rare in current market.
- Participation cap (multiple of Original Issue Price). Only applies if you selected capped participation. Preference plus participation stops once the Series A has received this multiple of the Original Issue Price.
- Anti-dilution protection on down-round issuances. Broad-based weighted average is the current market standard. Narrow-based is more investor-favorable; full ratchet is rare outside distressed situations.
- Qualified IPO gross proceeds threshold for automatic conversion (US$). Series A converts automatically to Common on a firm-commitment underwritten IPO with gross proceeds at or above this amount. $50M-$100M is typical for Series A.
- Minimum IPO price per share as a multiple of Original Issue Price. Some charters require an IPO price at least Nx the Original Issue Price to trigger automatic conversion. Set to 1 to require only the dollar threshold.
- Voting threshold for elective conversion of all Series A. Percentage of outstanding Series A required to force conversion of the entire series. Market is a majority to two-thirds.
- Series A protective-provision voting threshold. Percentage of outstanding Series A required to consent to protected actions. Market is a majority; supermajority (60-66.7%) is common where a single investor holds a blocking stake.
- Total number of directors after the Series A closing. Directors are elected by class under the voting provisions; the exact class-election mechanics live in the Voting Agreement and are cross-referenced here.
- Number of directors elected exclusively by the Series A. Typically one Series A director elected solely by the Series A. Common elects the remaining common seats; independents are jointly elected.
- Include an optional Series A redemption right? Redemption is uncommon in current market Series A charters. Include only if negotiated (typically permits redemption after 5-7 years on majority Series A demand).
- Years after Original Issue Date before redemption may be demanded. The earliest date holders can demand redemption. 5-7 years is typical.
- Opt out of DGCL Section 203 (business combinations)? Section 203 restricts business combinations with 15%+ stockholders. Most venture-backed startups opt out to preserve deal flexibility; some investors prefer to remain subject to Section 203.
- Exclusive forum for internal-affairs disputes. Delaware Court of Chancery is standard and enforceable under DGCL Section 115. A federal-forum provision for Securities Act claims is separately included.
- Name of the authorized officer signing the A&R Certificate. Under DGCL Section 103, an authorized officer (typically the CEO or President) must execute the filing.
- Title of the signatory. Should match the title in the signatory's officer authorization or board resolutions authorizing the filing.
Frequently asked
About the Amended & Restated Certificate of Incorporation and how HDAi works.
What is an Amended & Restated Certificate of Incorporation (Series A Preferred)? +
An Amended & Restated Certificate of Incorporation (Series A Preferred) is the restated Delaware charter that authorizes Series A Preferred Stock and sets its dividend, liquidation, conversion, anti-dilution, voting, and protective rights alongside Common Stock. It serves a Delaware C-corp closing a priced Series A round with one or more institutional investors, together with its founders and existing common holders, and the Corporation files it with the Delaware Secretary of State immediately before the Series A closing.
Is HDAi's Amended & Restated Certificate of Incorporation (Series A Preferred) legally binding? +
The Amended & Restated Certificate of Incorporation (Series A Preferred) HDAi generates is a professionally drafted document that becomes binding once it is completed, reviewed, and properly signed. If you want a licensed Hart David Carson attorney to finish it, book a planning call. The firm's flat-fee packages, the Illinois Family Plan and Company Launch, cover the most common needs; for any other draft, an Illinois attorney will tell you on the call what finishing it would involve.
Do I need a lawyer to use this Amended & Restated Certificate of Incorporation (Series A Preferred)? +
You can generate and download the Amended & Restated Certificate of Incorporation (Series A Preferred) in minutes, free of charge. A licensed Hart David Carson attorney can then review it and tailor it to your facts before you sign, which is the part no template can do.
What makes this Amended & Restated Certificate of Incorporation (Series A Preferred) current for 2026? +
The terms track the 2026 market. A 1x non-participating preference is the default, with capped or full participation as gated options. The broad-based weighted-average anti-dilution formula is spelled out in full. The Qualified IPO threshold carries both a dollar trigger and a price-multiple trigger. The DGCL Section 115 exclusive-forum provision includes an optional federal-forum carve-out for Securities Act claims, and DGCL Section 102(b)(7) exculpation extends to officers under the 2022 amendments.
How long does the Amended & Restated Certificate of Incorporation (Series A Preferred) take? +
Estimated time about 14 min (28 questions), depending on how much you already know. The document assembles as you answer. Export it as PDF or Word, or send it to a Hart David Carson attorney for review.
Does this Amended & Restated Certificate of Incorporation (Series A Preferred) work in my state? +
HDAi's interview is state-aware. If you ask an attorney to finish the draft, a licensed Hart David Carson attorney confirms it against your state's requirements before you rely on it. Validity and required formalities vary by state.
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