Delaware Certificate of Incorporation Amendment

Introduction on how to Revise your Delaware Certificate of Incorporation

Updated on
Jan 24, 2024
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Step 1: Assess the Need for a Delaware Certificate of Incorporation Amendment

Businesses often evolve and expand, and corporations are no exception. Your original Certificate of Incorporation may have served as an initial foundation, but circumstances may have changed. New insights from directors, shareholders, or business advisors can alter your initial decisions. In Delaware, amending a corporation's fundamental document, known as a Certificate of Amendment, is essential to accommodate these changes.

The Certificate of Incorporation is the foundational document upon which your Delaware corporation is built. If the information within this document no longer aligns with your business operations, it can lead to significant inconsistencies. Shareholders have a right to accurate information as stated in your Certificate of Incorporation, and any changes require legal amendments. Failure to address inconsistencies could even hinder your business from obtaining a Certificate of Good Standing, a document certifying compliance with all state requirements for conducting business as a Delaware corporation.

Step 2: Familiarize Yourself with Delaware Amendment Requirements

Any changes to your Delaware Certificate of Incorporation's fundamental components necessitate an amendment. These changes may encompass:

  • Corporate powers
  • Purpose of the corporation
  • Stock authorization (including qualifications, par value, or preferences)
  • Dividend rights and allocations
  • Registered agent information
  • Addition of new classes of stock
  • Period of duration
  • Original shareholders

It's crucial to notify the State of Delaware of any alterations in these areas to maintain your corporation's benefits.

Step 3: Gather Necessary Documents for Your Delaware Amendment

Changes to the Certificate of Incorporation must be ratified by a majority vote of shareholders holding voting stock. Your Delaware Certificate of Amendment should include:

  • The date of the board of directors meeting where the amendment was approved
  • The article number that was modified
  • The new text of the article to replace the original text in the Certificate of Incorporation
  • Witness signature and date
  • Name, signature, and date of the authorized officer submitting the Delaware Certificate of Amendment

You'll also need to pay a filing fee when submitting your Certificate of Amendment to the Delaware Division of Corporations, as well as any fees for certified copies.

What Cannot Be Altered in a Certificate of Amendment?

Changing the name and address of your corporation's registered agent requires a separate form, distinct from the Delaware Certificate of Amendment. If you need to change your registered agent or are seeking a new one, consider using our hassle-free registered agent service.

Step 4: Differentiate Between a Delaware Certificate of Amendment and a Restatement of Certificate of Incorporation

While amending your Delaware Certificate of Incorporation provides a straightforward way to make changes to your official document, you may opt for a restatement of the entire Certificate of Incorporation. This approach consolidates all changes within a single, complete document.

There is no official restatement form, so you'll need to draft one yourself. This involves creating a document titled "Amended and Restated Certificate of Incorporation," following the original format of your Certificate of Incorporation. Include an introductory paragraph stating that the new certificate was duly adopted according to Delaware Code Title 8, Corporations § 245, and that it merely restates and integrates the provisions of the corporation's certificate of incorporation without further amendments.

You can submit your Delaware Certificate of Amendment and Restatement of Certificate of Incorporation concurrently.

How We Can Assist

Stellar is here to assist you in maintaining compliance with corporate reporting requirements, including amendments to your Certificate of Incorporation. We also offer other services, such as business formation, registered agent services, and annual report services. We understand that compliance can be daunting for some business owners, but we are here to simplify the process.

Disclaimer: The content on this page is for informational purposes only and does not constitute legal, tax, or accounting advice. Seek the counsel of a licensed professional for specific questions related to these topics.

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Frequently Asked Questions

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What entities may need to file a Delaware Certificate of Amendment?
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No, a Certificate of Amendment is distinct from an annual report in Delaware. An annual report provides the state with current business and contact information for both the business and individuals associated with it. It must be filed even if there are no changes to the information in the Certificate of Incorporation.

Who can file a Delaware Certificate of Amendment?
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The amendment must be proposed by the directors, adopted by shareholders, and can be filed by any officer, provided there is a witness signature and the date of approval.

How much does it cost to file a Delaware Certificate of Amendment?
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Filing fees are subject to change and can be found on

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