# Ecvc Draft Arcoi > Drafting an amended and restated certificate of incorporation for a venture financing requires reconciling overlapping protective provisions across equity classes, keeping drag-along thresholds consistent with the voting framework, verifying authorized-share sufficiency, and applying current corporate exculpation standards. - Skill: `finchipaiorg/ecvc-draft-arcoi` (Agent Skill) - Install (CLI): `npx skillmds@latest add finchipaiorg/ecvc-draft-arcoi` - Raw SKILL.md: https://api.skillmd.com/api/skills/finchipaiorg/ecvc-draft-arcoi/raw - Safety review: pending - Works with: Claude Code, Claude.ai, OpenAI Codex - Category: Coding & Dev Tools - Author: FinchipAIOrg (https://skillmd.com/u/finchipaiorg) - Updated: 2026-09-22 - Page: https://skillmd.com/skills/finchipaiorg/ecvc-draft-arcoi --- # Skill: Draft Amended and Restated Certificate of Incorporation ## 1. Subject-matter triage - Treat the charter as the primary deliverable and draft it first; use any note, summary, or appendix only as a secondary work product after the charter text is complete and non-empty. - Identify whether the transaction is a true restatement, an amendment-and-restatement, or a clean restatement with substantive changes; preserve legacy terms only where the source set requires them. - Map the source package into the operative inputs that control the charter: existing charter, term sheet, board actions, capitalization table, waiver or consent documents, and investor comments. - If the source set contains multiple versions or marked-up drafts, enumerate them and identify which source controls each disputed point before drafting. ## 2. Failure modes the skill is correcting - Authorized common shares may be set without first testing whether they cover founders, employees, conversion, reserves, warrants, and an appropriate buffer. - Class rights may be copied forward from prior drafts without reconciling liquidation, conversion, voting, dividend, redemption, and anti-dilution mechanics across all series. - Protective provisions may overlap or diverge in threshold, class participation, or approval mechanics, leaving uncertain which holders must consent. - Drag-along mechanics may be drafted with a voting threshold that does not match the stockholder voting architecture elsewhere in the charter. - Redemption language may be drafted too broadly if it is not cabined to funds legally available for redemption under the governing statute. - Exculpation and indemnification language may lag current Delaware standards if officer protection is omitted or misstated. - Cross-document inconsistencies may be left unresolved in the body of the charter rather than surfaced and resolved in a drafting appendix. - Investor comments may be incorporated selectively, creating internal contradictions between definitions, class designations, and closing mechanics. ## 3. Legal frameworks / domain conventions that apply - Delaware General Corporation Law governs charter amendments, class designations, voting mechanics, redemption limits, and exculpation; draft against the current statute and conform the charter text to it. - If the charter includes preferred stock, each series should state its liquidation preference, conversion rights, dividends, voting rights, protective provisions, redemption terms, and optional protections in a consistent internal structure. - Anti-dilution provisions should use a defined weighted-average framework with clear carve-outs, adjustments, and defined terms that align across all preferred classes. - If a pay-to-play construct is used, draft it as an automatic conversion or reclassification mechanism that leaves the resulting shadow class with no rights superior to common stock. - Protective provisions should be allocated so that actions requiring separate class approval, class-majority approval, or combined approval are distinguishable and not redundant. - Drag-along provisions should track the stockholder voting basis used elsewhere in the charter so enforcement is not dependent on an unstated interpretation. - Redemption rights, if any, should be expressly limited by available funds and any other statutory precondition required for payment. - Exculpation should reflect current Delaware authority for both directors and officers, and should be written to match the statute rather than legacy market shorthand. - Any legal proposition stated in drafting notes or commentary should be supported by the governing authority, statute, or recognized corporate-law convention. ## 4. Analytical scaffolds - Start by reconciling the source set into a single control table: document, date, clause area, and whether it governs by hierarchy, later-in-time update, or express override. - For each equity class, draft the charter provisions in the same order so omissions are visible: designation, powers, preferences, rights, limitations, conversion, dividends, voting, protective provisions, and redemption. - Before writing the authorized-share section, confirm the capital stack can accommodate current issuances, reserved issuances, conversion coverage, and planned financing securities without undercounting. - If multiple preferred classes exist, compare each class’s veto rights and consent thresholds action-by-action, then decide whether the charter should require separate class votes, voting together, or a hierarchy of approvals. - Where anti-dilution appears, align the defined formulas, issuance exceptions, and reclassification mechanics so the adjustment language does not vary by series unless intentionally different. - Where a pay-to-play or conversion feature appears, test the triggering event, the automatic effect, and the resulting rights package against the rest of the preferred terms. - Where a drag-along clause appears, tie the selling threshold to the same voting denomination used for general stockholder approval or explain the departure in the drafting notes. - Where redemption appears, add the statutory limiting language and ensure no other provision implies an unconditional cash obligation. - Where exculpation appears, include both director and officer coverage if the governing framework permits and the source documents do not narrow it. - For each inconsistency, draft the operative fix in the charter and capture the source conflict and resolution in the appendix rather than in a separate memo. ## 5. Vertical / structural / temporal relationships - Preserve hierarchy: charter provisions control over term sheet language once adopted, but the drafting should preserve any source-specific limitation that the board or investors expressly conditioned. - Resolve vertical conflicts in this order: statute, charter mechanics, board approvals, investor consent language, then stylistic preferences from comments. - Keep temporal sequencing clear: pre-closing authorization, closing issuance, post-closing rights, and future triggering events should not be blended into one clause. - If the source materials contain both closing-time terms and post-closing governance terms, separate them so the charter does not embed a future covenant as if it were an immediate corporate action. - When a feature depends on later financing events or future ownership percentages, state the trigger, the measuring date, and the operative consequence with no ambiguity. ## 6. Output structure conventions - Produce a complete Delaware-style second amended and restated certificate of incorporation suitable for execution and filing. - Use standard charter architecture with clear article and section sequencing, and define terms once before using them consistently. - Keep the operative charter text clean; place reconciliation notes in a drafting-notes appendix rather than inside core provisions unless a disclosure-style note is necessary. - Include a concise appendix identifying each material inter-document inconsistency, the source documents involved, the issue created, and the resolution adopted in the draft. - Include an authorized-share reconciliation note or appendix entry showing the logic used to size the share reserve without exposing unnecessary arithmetic detail. - When multiple sources differ on a point, state which source control was adopted and why, in drafting terms rather than in argumentative prose. - Keep the final product file-oriented and self-contained so it can be delivered directly as `second-amended-restated-coi.docx`.