Certificate of Amendment of Certificate of Incorporation (DE)

by Practical Law Corporate & Securities

This Standard Document provides a comprehensive guide for drafting a Certificate of Amendment to the Certificate of Incorporation for Delaware corporations, in compliance with the Delaware General Corporation Law (DGCL). It outlines the procedural requirements under Section 242 of the DGCL, including the need for board resolutions and stockholder approval for certain amendments. The document explains how amendments can change corporate names, business nature, or stock classifications, and highlights scenarios where stockholder approval may not be necessary, such as forward stock splits for corporations with a single class of stock. Additionally, it covers the execution and filing process under Section 103 of the DGCL, emphasizing the importance of setting out the amendment text and certifying its adoption. The document also provides drafting tips, including the use of bracketed items for customization and the inclusion of optional provisions. Legal professionals and corporations will find this resource valuable for ensuring compliance with statutory requirements while effectively managing corporate governance changes.