How to amend a Delaware Certificate of Incorporation

If you’ve issued new shares or made changes to your company’s authorized share structure, you’ll likely need to amend your Certificate of Incorporation (or “CoI”) with the Delaware Division of Corporations.

In this guide, we’ll walk you through when you need to file, how to do it and your options for getting it done.

When do I need to amend my Certificate of Incorporation?

You’ll usually need to amend your Certificate of Incorporation when:

• You issue new shares that go beyond the currently authorized amount
• You create a new class of shares (like issuing preferred shares to an investor)
• You change the par value of shares
• You amend the company’s name or purpose

Let’s say your startup, BrightTech, originally authorized 10 million common shares.

You’re now raising a seed round and need to issue 2 million preferred shares. It’s not enough to simply decide to create a new class of shares. You need to file an amendment to your Certificate of Incorporation with the Delaware registry to reflect those changes.

Can I file directly with the Delaware State Registry?

Technically, yes. But it’s not so easy.

The Delaware Division of Corporations has an online portal which allows document filings for things like amendments to a Certificate of Incorporation.

But it’s a complicated process.

You’ll need to download the right forms from their website, fill them out and submit them with the exact correct filing fee.

So, while you could do it yourself, the process is time-consuming and there’s a lot that could go wrong.

If you get the fee wrong, make a mistake on the form or leave something out, they’ll reject your submission, which will delay you.

That’s why most founders still choose to go through a registered agent to avoid the hassle.

What is a registered agent and why do I need one?

A registered agent is a third-party service (often a company or law firm) that maintains your company’s registered office in Delaware and acts as your official point of contact with the state. Every Delaware company is required to have one by law.

Unless you maintain your own address in the state of Delaware, you would have used a registered agent to incorporate your company in the first place – maybe through a platform like Stripe Atlas or Doola.

How do I file the amendment using a registered agent?

So, if you’re not submitting the amendment yourself, here’s how it typically works:

Step 1 – Choose a registered agent

You’ll need a registered agent to submit the amended Certificate of Incorporation to the Delaware Division of Corporations.

The simplest option is to use the agent you used when incorporating. You can find their details in your incorporation documents or on your incorporation platform.

If you’re not sure who your agent was, search for your company on the Delaware Entity Search tool.

Once you’ve identified your agent, contact them and ask if they can handle the filing for you.

If you use Doola to incorporate your company, they can help you file the amendment. As a SeedLegals customer, you can get a 10% discount with Doola. Head to our Perks page to grab your code.

Just make sure to use the code before signing up with Doola, as it’s only valid for new customers.

Thinking about launching your startup in the US? Check out this chat with Parshwa from Doola speaking with SeedLegals CEO Anthony Rose explaining how to do it 👇

If you didn’t use Doola, you’ll need to go back to the registry service you originally used to help you deal with the filing.

Step 2 – Get the required approvals before filing

Before you can file the amendment, your company must formally approve it.

This means:

• A board resolution approving the proposed changes
• A shareholder resolution, usually approved by a majority of the voting shares

These documents authorize the changes and confirm that the company has followed proper procedures.

📝 If you’re using SeedLegals for your fundraise, the documents for these resolutions will be automatically created as part of your funding round documents.

Step 3 – Know what to include in the amendment to the Certificate

A stand-alone amendment to your Certificate of Incorporation only needs to include the specific changes you’re making.

That means:

• Which article(s) you’re amending (like the name or share structure)
• The new wording that will replace the old article
• Any updated details, if relevant, like:
  • Total number of authorized shares and share classes
  • Voting rights, liquidation preferences or other class rights
  • Company name or business purpose

If you’re filing a full Amended and Restated Certificate of Incorporation (which is usually what you’ll file in connection with a financing round), the filing will need to include all the terms of the Certificate, not just the changed language.

How much does it cost to file?

Here’s a typical cost breakdown for filing an amendment to a Certificate of Incorporation in Delaware:

What happens after filing?

Once your amendment is filed with the Delaware Division of Corporations, you’ll receive a file-stamped copy of the amendment (a certified copy is optional and costs extra).

If you used a registered agent, they’ll usually send the file-stamped document to you by email. Some agents may also give you the option to receive it by mail to your business address.

This stamped document becomes part of your official incorporation record. You should share it with investors, banks or include it in future filings.

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