amended and restated Certificate or Articles of Incorporation
The amended and restated certificate or articles of incorporation (or charter) is a revised and expanded version of the original certificate of incorporation. This is a simple legal document, usually one-page in length that is part of a company formation process that establishes the following:
- The name of the company
- The address of the company
- The initial classes and number of shares of stock the company has including both common and preferred stock
- Statements of the designation, powers, privileges, rights, and qualifications, limitations and restrictions for each class of capital stock
- The person who will officially incorporate the company, the “incorporator”
- The initial powers of the board of directors
- Indemnification of the directors and officers
- And the right to amend the certificate over time
The business must file this document with the state of incorporation.