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An Introduction to the Law of Corporations: Cases and Materials, Fall 2017

DGCL Sec. 245 - Restating the Certificate

Headnote

When certificates are amended, the amendments are simply "stapled" to the back of the orignial certificate. The result is often a document that is cumbersome to read. Rather than rely on a potentially confusing set of documents, a certificate may be restated in its entirety reading all the amendments into the certificate so that the document is easier to read and more understandable. Section 245 lays out the process by which a certificate may be restated.