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How to Amend & Restate a Certificate of Incorporation in Delaware

    • 1). Hold a board meeting to approve the amendment. Any amendment to the certificate of incorporation must be ratified by the board, and the certificate of amendment requires you to state that the board adopted it.

    • 2). Contact Delaware's Corporations Division (by phone, email, mail or in person) and ask for a Certificate of Amendment of Certificate of Incorporation Form (see Resources). The clerk at the Corporations Division in Dover, Delaware, may be able to fax you the form, or you can find it at the division's website (see Resources).

    • 3). List the name of your corporation in the paragraph starting with "FIRST". Indicate which article of the original certificate you are amending in the space provided in the third paragraph, which states, "RESOLVED, that the Certificate of Incorporation of this corporation be amended in by changing the Article thereof numbered... ".

    • 4). Include the filing fee ($195 as of 2010). Date the form, sign and mail it to:

      Delaware Division of Corporations
      401 Federal Street, Suite 4,
      Dover, DE 19901.

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