Amended and Restated Certificate of Incorporation is the legal document filed with the secretary of state that restates, integrates, and further amends the original articles of incorporation (i.e., the Charter) of the startup.
An Amended and Restated Certificate of Incorporation is typically filed in conjunction with the purchase of a new class of stock, such as a Series A Round.
The startup must file the Amended and Restated Certificate of Incorporation in order to establish the rights and preferences of the new Series A Preferred Stock.
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