Corporation Charter Amendment and Name-Change Packet
DELAWARE CORPORATION CHARTER AMENDMENT AND NAME-CHANGE PACKET
Classification comes first. Use for an amendment to the certificate of incorporation of a domestic stock corporation. Do not use a charter amendment for a registered-agent, annual-report, bylaw-only, assumed-name, tax, merger, conversion, or foreign-registration change.
Scope gate. Excludes nonstock, exempt, public-benefit, close, professional, regulated, insolvent, disputed-control, and defective-corporate-act matters unless Delaware counsel supplies the correct route.
Keep bylaw changes separate and cross-reference the universal amendment to bylaws.
1. ENTITY AND CHANGE INTAKE
| Item | Current information | Proposed information |
|---|---|---|
| Exact corporate name | [________________________________] | [________________________________] |
| Delaware file number | [________________________________] | N/A |
| Original filing date | [__/__/____] | N/A |
| Payment received for stock | ☐ Yes ☐ No | N/A |
| Authorized stock | [________________________________] | [________________________________] |
| Outstanding classes / series | [________________________________] | [________________________________] |
| Charter article | [________________________________] | [________________________________] |
| Requested effective date/time | N/A | [________________________________] |
Business reason: [____________________________________________________________]
Capitalization, franchise-tax, exchange-listing, financing, or contract impact: [______]
2. FILING CLASSIFICATION
| Change | Primary route to evaluate | Selected |
|---|---|---|
| Corporate name | Certificate of amendment under § 242 | ☐ |
| Authorized stock, par value, rights, or preferences | Certificate of amendment plus tax/securities review | ☐ |
| Consolidation of prior charter filings | Restated certificate under § 245 | ☐ |
| Registered agent or registered office | Dedicated agent/office filing | ☐ |
| Annual-report officer/director data | Annual report process | ☐ |
| Internal governance found only in bylaws | Separate bylaw amendment | ☐ |
| Assumed name or tax election | Separate registration or tax process | ☐ |
☐ Current certificate, all amendments/restatements, bylaws, stock ledger, class/series terms, voting agreements, investor rights, and financing documents reviewed.
☐ Restatement considered if the operative charter is fragmented.
☐ Stock and franchise-tax consequences separately modeled before changing authorized capital.
3. DELAWARE APPROVAL GATE
Select the route that applies.
☐ Before payment for stock — § 241. The amendment was adopted by the required majority of incorporators or directors under the statute, and the certificate states the applicable no-payment facts.
☐ After payment for stock — § 242(b). The board adopted a resolution setting out the amendment and declaring it advisable; the required outstanding stock and every required class vote approved it.
☐ No-stockholder-vote exception — § 242(d). Counsel identified the precise exception, checked the certificate for an express contrary requirement, and recorded the supporting facts: [________________________________].
Current § 242(d) permits specified name changes and other listed changes
without a stockholder vote unless the certificate expressly requires
otherwise. This does not eliminate the board action or filing.
Current August 1, 2026 vote-requirement rule
Delaware Laws, Volume 85, Chapter 279 changed § 242(d) effective
2026-08-01. The current paragraph provides that a charter term permitting
majority approval of specified authorized-share changes does not itself count
as an express greater or additional vote requirement unless the charter
expressly rejects § 242(d)(1) or (2), or requires a greater or additional vote.
☐ Current § 242(d), the certificate's exact language, and every class or
series vote were freshly checked for this amendment.
4. CLASS AND SERIES VOTE ANALYSIS
Under § 242(b)(2), test separate class voting for authorized-share, par-value, and adverse power, preference, or special-right changes. Test separately whether a series is adversely affected differently from other shares of its class. Apply any greater charter vote before relying on a statutory default or exception.
| Class / series | Outstanding | General vote | Separate vote | Required threshold | Votes for | Approved |
|---|---|---|---|---|---|---|
| [Designation] | [____] | ☐ | ☐ | [____]% | [____] | ☐ |
| [Designation] | [____] | ☐ | ☐ | [____]% | [____] | ☐ |
☐ Board, aggregate stockholder, class, series, and contractual consent requirements analyzed separately.
☐ Notice, record date, quorum, written-consent, exchange, and investor-protection requirements independently checked.
Board resolution
The Board adopts the amendment in Section 5, declares it advisable, directs its submission to stockholders where required, and authorizes [NAME/TITLE] to complete and file the Delaware certificate after every condition is satisfied.
| Director | Vote | Signature | Date |
|---|---|---|---|
| [Name] | ☐ For ☐ Against ☐ Abstain | [________________] | [__/__/____] |
| [Name] | ☐ For ☐ Against ☐ Abstain | [________________] | [__/__/____] |
5. AMENDMENT TEXT WORKSHEET
| Article | Existing text | Action | Complete final text |
|---|---|---|---|
| [Number] | [Text] | ☐ Replace ☐ Add ☐ Delete | [Text] |
| [Number] | [Text] | ☐ Replace ☐ Add ☐ Delete | [Text] |
Proposed legal name: [________________________________]
☐ Delaware entity-name records checked on [__/__/____].
☐ Trademark, domain, licensing, financing, and foreign-jurisdiction conflicts separately reviewed.
A name search or reservation is a dated administrative check, not a guarantee of acceptance, trademark rights, regulatory approval, or availability elsewhere.
6. RESTATEMENT ALTERNATIVE — § 245
☐ Restatement only: the board confirmed the instrument merely integrates operative provisions and qualifies for the applicable no-stockholder-vote route.
☐ Restatement with new amendment: every new amendment was proposed and adopted under § 241 or § 242 as applicable.
☐ Restated certificate is labeled, contains the required identity and original-filing facts, and accurately supersedes the prior operative charter without changing the original incorporation date.
7. CERTIFICATE AND FILING REVIEW
| Filing field | Verified value |
|---|---|
| Current exact name | [________________________________] |
| Article number | [________________________________] |
| Complete replacement text | [________________________________] |
| Adoption route and date | [________________________________] |
| Authorized officer | [________________________________] |
| Requested effective date/time | [________________________________] |
| Filing method / agent | [________________________________] |
☐ Certificate states that the amendment was duly adopted under the correct Delaware provision.
☐ Signer is an authorized officer and the execution block is complete and legible.
☐ Stock changes and attachments were quoted for a current fee before submission.
As of 2026-07-29, the Division's stock-corporation form states a $214 minimum filing fee, an additional $9 per page after the first, possible higher fees for stock changes, and a $50 optional certified copy. Verify all fees and expedited-service charges on filing day.
8. ACCEPTANCE AND CONFORMING WORK
| Item | Record |
|---|---|
| Submission date | [__/__/____] |
| Dated fee quote | $[________] as of [__/__/____] |
| Acceptance / effective date | [________________________________] |
| State confirmation | [________________________________] |
☐ Filed copy, cover memo, payment record, and acceptance evidence saved.
☐ Rejection corrections remain within approved authority; material changes return for renewed approval.
☐ Minute book, operative charter, bylaws, stock ledger, capitalization table, certificates, equity plans, and authority records updated.
☐ Registered agent, annual report, franchise tax, federal and state tax, contracts, lenders, banks, licenses, permits, assumed names, and foreign registrations reviewed as separate workstreams.
9. COMPLETION CERTIFICATE
The undersigned confirms that the filing was correctly classified; the operative charter and capitalization records were reviewed; every required board, stockholder, class, series, and contractual approval was documented; the August 1, 2026 transition gate was applied; and the accepted filing and conforming updates are complete or assigned.
Authorized officer: [________________________________]
Signature: [________________________________] Date: [__/__/____]
SOURCES AND REFERENCES
- Delaware Code — Title 8, Chapter 1, Subchapter VIII, including §§ 241, 242, and 245
- Delaware Laws, Volume 85, Chapter 279 — § 242 change effective August 1, 2026
- Delaware Division of Corporations — amendment forms
- Delaware Division of Corporations — stock-corporation certificate of amendment form and instructions
Statutes, current August 1, 2026 rule, form, and stated fees verified 2026-08-26; recheck every filing fact immediately before submission.
About this template
- Last updated
- August 26, 2026
- Citations checked
- August 26, 2026
- Jurisdiction
- Delaware
- Category
- Corporate & Business
Legal authority
- 8 Del. C. § 241
- 8 Del. C. § 242(a)-(d)
- 8 Del. C. § 245
Corporate documents govern how a company makes decisions, records them, and handles disputes between owners, directors, and officers. Proper corporate paperwork is what lets a business take advantage of limited liability, pass clean audits, and survive an acquisition or investor review. Skipping formalities like written resolutions and signed consents is one of the fastest ways for a business owner to lose personal asset protection.
Not legal advice
This template is provided for informational purposes. We recommend having an attorney review any legal document before signing, especially for high-value or complex matters.
Checked against the law it cites
A reviewer verified this template's legal citations against the official source on August 26, 2026.
8 Del. C. § 241(b) (checked August 26, 2026): "The amendment of a certificate of incorporation authorized by this section shall be adopted by a majority of the incorporators, if directors were not named in the original certificate of incorporation or have not yet been elected, or, if directors were named in the original certificate of incorporation or have been elected and have qualified, by a majority of the directors."
8 Del. C. § 242(a)-(d) (checked August 26, 2026): "If no vote of stockholders is required to effect such amendment, or if a majority of the outstanding stock entitled to vote thereon, and a majority of the outstanding stock of each class entitled to vote thereon as a class has been voted in favor of the amendment, a certificate setting forth the amendment and certifying that such amendment has been duly adopted in accordance with this section shall be executed, acknowledged and filed and shall become effective in accordance with § 103 of this title."
8 Del. C. § 245 (checked August 26, 2026): "If the restated certificate of incorporation merely restates and integrates but does not further amend the certificate of incorporation, it may be adopted by the board of directors without a vote of the stockholders. Upon its filing with the Secretary of State, the original certificate of incorporation, as theretofore amended or supplemented, shall be superseded; thenceforth, the restated certificate of incorporation shall be the certificate of incorporation of the corporation, but the original date of incorporation shall remain unchanged."
85 Del. Laws, ch. 279, § 1 (checked August 26, 2026): "A provision of the certificate of incorporation providing that the number of authorized shares of 1 or more classes of stock may be increased or decreased by the affirmative vote of the holders of a majority of the stock shall not constitute an express requirement to obtain an additional or greater vote than is provided by this subsection, unless such provision expressly states that the corporation is not to be governed by paragraph (d)(1) or (2), or both, or requires a greater or additional vote. Sections 1 and 3 of this Act take effect on August 1, 2026."
Draft your Corporation Charter Amendment and Name-Change Packet in the editor
Answer a few questions, let the AI editor draft each section from your answers, review it, and download Word and PDF. $99 one time, or $249 per month for every document and every Ezel app.