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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