Certificate of Incorporation (Updated October 2024) (NVCA)

Updated 17 October 2025

This document is an Amended and Restated Certificate of Incorporation, designed by the NVCA for venture-backed companies. It outlines the powers, preferences, and special rights of different classes of stock, such as Common and Preferred Stock, covering aspects like voting, dividends, and liquidation. The template also provides various options for deal provisions and discusses jurisdictional considerations, particularly for Delaware corporations with California connections.

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About this template

What is this template?

Certificate of Incorporation (Updated October 2024) (NVCA) is a free, ready-to-use Corporate template you can open, customize, and download on GitLaw. It gives you a professionally structured starting point, so you never have to draft from a blank page. The wording is plain and modern, organized into clear sections that are easy to read, edit, and adapt to your own situation before you share or sign it.

When should you use it?

Reach for this Corporate template whenever you need a reliable agreement quickly and want to be sure the essentials are covered. It suits individuals, freelancers, startups, and established businesses alike. Instead of paying for a document drafted from scratch, you can start here, tailor the details to your arrangement, and have a polished draft ready in minutes. This version is drafted with Delaware (US) and California (US) in mind, though you should always review the final wording against the laws that apply to you.

What's typically included?

A well-drafted Corporate usually sets out the parties involved, the scope of the agreement, and each side's rights and responsibilities. Expect sections covering key terms and definitions, how long the agreement lasts, how it can be ended, and what happens if something goes wrong. This template brings those building blocks together in a sensible order, so you can focus on the specifics rather than worrying about what to include. Open it to read the full document, then sign up to edit, negotiate, and e-sign it directly in GitLaw.

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