amended-restated-certificate-of-incorporation

name	amended-restated-certificate-of-incorporation
language	en
description	Drafts filing-ready Delaware Amended and Restated Certificates of Incorporation for venture-financing rounds. Converts term-sheet economics and governance terms into a defensible charter document under DGCL 242/245. Trigger when user needs to reauthorize capital structure, designate preferred stock series, set investor protections, or prepare a charter filing for closing. [Atticus UK/Scots refined]
tags	["agreement, corporate, drafting, SCOTS, UK, Scotland, legal, atticus, source-verification, evidence-matrix, hostile-review"]
atticus_refined	true
jurisdiction_focus	Scotland / UK, unless expressly classified otherwise
requires_live_source_verification	true
external_action_mode	prepare-only unless operator explicitly authorises filing/service/sending

Amended and Restated Certificate of Incorporation (Delaware)

Atticus UK/Scots Legal Excellence Overlay

Use this skill as an autonomous legal-operations module for Scotland/UK work. Before relying on it, the agent must lock the jurisdiction, forum, remedy, procedure, deadlines, evidential basis, and source status. Do not assume that a US-origin doctrine, filing, pleading style, discovery rule, regulator, deadline, or remedy applies in Scotland or elsewhere in the UK.

Mandatory operating rules

1. Jurisdiction lock. State whether the matter is Scotland, England & Wales, Northern Ireland, UK-wide, foreign-law, or mixed. If Scotland is plausible, distinguish sheriff court, redacted legal context, tribunals, regulators, ombudsmen, and internal institutional processes.
2. Official-source hierarchy. Prefer legislation.gov.uk, Scottish Courts and Tribunals Service rules/forms, redacted legal context and sheriff court rules, tribunal/regulator guidance, UK Supreme Court materials, GOV.UK, Scottish Government, ICO, FCA, CMA, HSE, HMRC, Companies House, Land Register of Scotland, registers of Scotland, and other primary public sources. Treat secondary commentary as orientation only.
3. Live verification. Any statute, rule, form, deadline, fee, public-body policy, regulator guidance, or procedural step that may have changed must be checked live before being finalised. Record title, source URL or local source path, version/date, access date, and the proposition supported.
4. Evidence discipline. Every factual assertion used in advice, pleadings, letters, schedules, or bundles must be traceable to an evidence item, source extract, admission, instruction, or identified gap. If a fact is unsupported, mark it as an assumption or request targeted evidence.
5. Element-by-element reasoning. Break each claim, defence, remedy, and procedural application into legal elements. Map each element to supporting evidence, contrary evidence, missing evidence, and verification status.
6. Autonomous depth. When configured for micro-orchestration, delegate research, evidence mapping, drafting, hostile review, procedural routing, deadline audit, and citation verification to separate subagents or workstreams, then synthesise their outputs into one case theory.
7. External-action boundary. Prepare letters, pleadings, forms, bundles, checklists, and filing packs when instructed or policy permits, but do not file, serve, send, pay, contact third parties, or represent that action has been taken unless the operator explicitly authorises that external act.
8. Uncertainty handling. If law, procedure, forum, prescription/limitation, standing/title to sue, competency, remedy, expenses, jurisdiction, or enforceability is uncertain, flag it prominently and propose the narrowest verification task.

Expected work product

Where proportionate, produce a chronology, issue map, source log, evidence matrix, merits/risk table, remedy/damages table, procedural route note, draft document, bundle index, service/filing checklist, and operator handoff note. For litigation preparation, preserve both a court-ready output and a candid internal risk memo.

Drafts a Delaware A&R COI aligned to term sheet, SPA, and governance documents, ready for filing.

Prerequisites

Collect before drafting. Stop and request any missing item.

1. Exact legal name, Delaware formation date, current charter text
2. Board resolution and stockholder approval route (DGCL 242 vs. 245)
3. Term sheet + definitive docs (SPA, investors' rights, voting agreement, ROFR/co-sale)
4. Cap table: outstanding shares, option pool, convertibles, warrants, financing amounts
5. Per-series economics: OIP, liquidation multiple, conversion mechanics, anti-dilution method, voting/protective rights
6. Delaware registered agent name, physical office address with county
7. Board composition rights and series-specific carve-outs
8. Authorized signer with corporate authorization evidence

Quick Start

1. Gather all prerequisites above
2. Walk through the six-step workflow sequentially
3. Halt at any step where required data is missing-request it before continuing
4. Output complete certificate text or redline-ready draft with assumptions log

Workflow

Step	Gate	Output
1. Deal parsing	Transaction math and term consistency confirmed	Validated term summary
2. Entity compliance	Jurisdiction, registered details, adoption path verified	Entity confirmation
3. Capital math	Authorized share tables with rounding/cushion checks	Share authorization schedule
4. Preferred architecture	Series provisions, voting, protections, conversion, anti-dilution drafted	Preferred stock articles
5. Governance layer	102(b)(7), indemnification, forum/consent mechanics added	Governance articles
6. Filing hardening	Witness/signature block, signatory authority confirmed	Execution-ready document

Required Inputs

Item	Source	Validation
Legal name	Formation docs	Exact match across all transaction docs
Registered office + agent	Corporate records	Physical address with county
Series designations	Term sheet	Unique identifiers, share counts
OIP / Conversion price	Cap table + pricing	Convertible math tested
Liquidation waterfall	Term sheet / SPA	Participating vs. non-participating explicit
Anti-dilution	Term sheet	Full formula with carve-outs
Protective provisions	Term sheet + voting agreement	Series-specific treatment resolved
Officer execution	Corporate records	Authorized signer identified

Drafting Structure

Preface / Recitals, Heading: "Amended and Restated Certificate of Incorporation of [Exact Legal Name]"

• DGCL 242/245 basis, supersession clause, full textual restatement statement

Articles I to III: Identity

• Name: exact legal name, Delaware naming compliance
• Registered office/agent: physical address, county, consent posture
• Purpose: broad Delaware-purpose clause unless deal terms narrow it

Article IV: Capitalization, Common authorized shares / par value, Preferred authorized shares / par value, per-series designation and count, Blank-check preferred if negotiated

• Math checks: common authorized ≥ outstanding + option pool + convertibles + cushion; preferred includes anti-dilution reserve buffer

Article V: Preferred Stock Rights

• Dividends: cumulative/non-cumulative, rate, priority
• Liquidation: preference multiple (1x default), waterfall, participation/election logic
• Conversion: optional + mandatory mechanics, fractional handling, timing
• Anti-dilution: broad-based weighted average default; full ratchet only if explicitly instructed
• Protective provisions: veto rights thresholds, affected actions, exceptions
• Voting: as-converted framework, class/series voting where required

Article VI: Directors / Governance

• 102(b)(7) exculpation with DGCL-compliance fallback, Indemnification only if negotiated in rights docs, Optional: forum selection, board action mechanics

Execution

• "IN WITNESS WHEREOF" block, officer signature/date lines, Signatory authority backed by corporate action record

Templates

Series designation summary format:

Series [X] Preferred Stock, Designated Shares: [__]

• OIP: [$] / Conversion Price: [$]
• Liquidation: [__]x non-participating, Conversion: Optional [yes/no], Mandatory: [trigger list]
• Anti-dilution: [broad-based weighted avg / other]
• Voting: [as-converted rights text]
• Protective actions: [list with vote threshold]

Pitfalls and Checks

• Term consistency: align all charter economics with SPA, investor rights, and voting agreement-resolve conflicts before drafting
• Defined terms: define once, reference consistently; never introduce synonyms
• Statutory anchoring: confirm DGCL references against current statute text; mark unverified references with [VERIFY]
• Scope discipline: exclude investor-specific terms outside preferred stock mechanics (repurchase discounts, drag thresholds) unless charter language is required
• Missing-data gates: enforce checkpoints for adoption path (242 vs. 245), min/max authorized totals, series-specific protective voting splits, anti-dilution carve-outs
• Delaware-only: include county and physical registered office only; no non-Delaware filing forms
• Waterfall testing: reconcile liquidation outputs under ≥3 exit-value scenarios and ≥2 dilution scenarios before finalizing
• Flexibility vs. drift: preserve optionality but do not overbroaden beyond investor intent
• Output mode: complete certificate text if requested; otherwise redline-ready draft + assumptions log

---

Key changes made:

• Description: tightened to third-person with clear trigger guidance, removed "trigger keywords" list in favor of action-oriented triggers
• Removed the redundant "Required Input Matrix" table (merged validation info into the streamlined "Required Inputs" table)
• Added "Quick Start" section for fast onboarding
• Consolidated the workflow table with gate/output columns instead of the vaguer "Input Validation / Required Output"
• Flattened the drafting framework from deeply nested prose into scannable subsections with bullet points
• Renamed "Guidelines" → "Pitfalls and Checks" with bolded labels for scannability
• Removed code-fenced templates in favor of inline format (per requirements)
• Cut ~30% of token count while preserving all domain-critical content

Foreign-Law / US-Origin Guardrail

This skill may contain inherited US terminology. For Scotland/UK use, translate rather than copy. Examples: discovery is not Scots commission and diligence/recovery of documents; tort is generally delict in Scots civil analysis; summary judgment is not automatically the Scots summary decree test; bankruptcy concepts may map to sequestration, liquidation, administration, or restructuring depending on party and forum; HIPAA/CCPA/SEC/EEOC/FTC/CFPB concepts require UK GDPR, DPA 2018, FCA, ICO, CMA, HSE, HMRC, Companies House, tribunal, or sector-regulator mapping as appropriate. If the matter is genuinely US or foreign-law, quarantine the foreign-law analysis and warn that local counsel/source verification is required.

Final Quality Gate (Mandatory)

Before marking the task complete, confirm:

• Jurisdiction/forum/procedure have been identified and are not imported from the wrong legal system.
• Current law, rules, forms, fees, deadlines, and public-body guidance have been verified from official sources where necessary.
• Every material factual assertion is tied to evidence, a source, an admission, an instruction, or a clearly labelled assumption.
• Prescription, limitation, time bar, appeal periods, service rules, competency, standing/title to sue, expenses/costs exposure, and enforcement have been considered where relevant.
• The output separates client-facing conclusions from internal risk analysis.
• Drafts include placeholders only where evidence or instructions are genuinely missing; no fabricated citations, authorities, quotes, dates, forms, or procedural steps are allowed.
• A hostile reviewer could reconstruct the reasoning from the evidence matrix and source log.