How to Amend a Delaware Certificate of Incorporation

To have a valid corporation in the state of Delaware, you must have a Certificate of Incorporation. The Certificate of Incorporation includes basic information about your corporation including pertinent addresses and contact information for the business, incorporators, registered agent, directors, shares, and information about the business entity. 

Need to form your business first? See how our Delaware corporation formation service can help you make sure you have the necessary information to meet incorporation requirements.

Step 1: Determine if you need to change your Delaware Certificate of Incorporation

Businesses regularly grow and expand. Corporations are no different. You may find that your original Certificate of Incorporation served as a good initial baseline for the business you were trying to create, but some things have changed. New ideas from directors, shareholders, or business advisors may change some of your initial decisions. Your amendment to a corporation in Delaware, known as a Certificate of Amendment, accounts for these changes.

A Certificate of Incorporation is the guiding document upon which your Delaware corporation is founded. If the information on the Certificate of Incorporation differs from the information you’re using to conduct the business, this could cause meaningful inconsistencies. Shareholders are entitled to know the information stated in your Certificate of Incorporation. If this information changes, there is a legal obligation to amend the document. Inconsistencies may also prevent your business from being able to acquire a Certificate of Good Standing. This document certifies that you have met all state requirements to conduct business as a Delaware corporation. 

Step 2: Review the requirements for your Delaware amendment 

Your Delaware Certificate of Incorporation must be amended any time there are changes to any of the fundamental pieces of your business. These changes may include:

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

The State of Delaware must be informed any time there are changes to these areas for your business to maintain corporate entity benefits.

Step 3: Gather what you need for your Delaware amendment

Any changes made to the Certificate of Incorporation are ratified by the majority of shareholders owning voting stock. Your Delaware Certificate of Amendment will include:

• Date of the board of directors meeting when the amendment was voted on
• The article number that was changed
• New text of that article to be included in place of the original text in the Certificate of Incorporation
• Witness signature and date
• Name, signature, and date from the authorized officer submitting the Delaware Certificate of Amendment

You will need to pay a fee to file your Certificate of Amendment with the Delaware Division of Corporations. You will also need to pay for any certified copies.

What cannot be changed in a Certificate of Amendment?

Though your corporation’s registered agent name and address are listed on your Certificate of Incorporation, changing this information requires a separate form from your Delaware Certificate of Amendment. If you change your registered agent, your corporation must file a Change of Registered Agent form with the Delaware Division of Corporations. If you don’t have a registered agent for your Delaware corporation or are looking for a new one, consider using our hassle-free registered agent service.

Step 4: Understand the difference between a Delaware Certificate of Amendment vs. Restatement of Certificate of Incorporation

Amending your Delaware Certificate of Incorporation is an easy way to make changes to your official document. However, you may choose to restate your entire Certificate of Incorporation so that all changes are in one place in the complete document. 

There is no restatement form, so you must draft your own. This can be accomplished by preparing a document titled “Amended and Restated Certificate of Incorporation.” This document will follow 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 only restates and integrates but doesn’t further amend the provisions of the corporation’s certificate of incorporation.

You may submit your Delaware Certificate of Amendment form at the same time as your Restatement of Certificate of Incorporation. 

Use our services for your business’s compliance needs

Our Worry-Free Compliance service can help you stay current and in good standing with corporate reporting requirements, including amendments to your Certificate of Incorporation. We also offer other services, such as business formation service, registered agent service, and annual report service. We know that compliance can feel overwhelming for some business owners, but we are here to help!