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

Business reason: [____________________________________________________________]

Capitalization, franchise-tax, exchange-listing, financing, or contract impact: [______]

2. FILING CLASSIFICATION

☐ 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: [________________________________].

As of 2026-07-29, § 242(d) generally 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.

August 1, 2026 transition gate

Delaware Laws, Volume 85, Chapter 279 changes § 242(d) effective 2026-08-01. For any filing or approval completed on or after that date, re-read the then-effective § 242 text. The new paragraph addresses when a charter provision concerning majority approval of authorized-share changes counts as an express greater or additional vote requirement.

☐ Filing date is before 2026-08-01 and the current-until-August-1 text was used.

☐ Filing date is on or after 2026-08-01 and the effective-August-1 text was freshly checked.

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.

☐ 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.

5. AMENDMENT TEXT WORKSHEET

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

☐ 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

☐ 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, transition law, form, and stated fees verified 2026-07-29; recheck the effective § 242 version and every filing fact immediately before submission.