Amended and Restated Certificate of Incorporation (VC Financing)

The Charter, or Certificate of Incorporation, is a document that is filed with the Secretary of State to create the Company as a legal entity in that State (usually Delaware). It includes information about the rights, preferences, and privileges of the various classes and series of stock, and it must be amended any time a new class or series is issued or those rights, preferences or privileges are modified.

The Charter is usually amended and restated in connection with a VC Financing to update it for the terms of the new series of preferred stock being issued to investors.