Series Seed Charter (Certificate of Incorporation)

 

The Constitution of a Venture-Backed Startup.

Download the 2026 Series Seed Charter (Certificate of Incorporation).

NVCA-Based. Includes Officer Exculpation & Anti-Dilution Protections.

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You are graduating from SAFEs. It is time for a "Real" Round.
When you raise a "Priced Round" (Series Seed or Series A), you can't just sign a 5-page agreement. You have to fundamentally change the legal structure of your corporation to create a new class of stock: Preferred Stock.

This requires filing an Amended and Restated Certificate of Incorporation (Charter) with the State of Delaware.

The Legal Attorney Series Seed Charter is the heavy-duty legal instrument you need. It is based on the industry-standard NVCA model but upgraded with the latest 2025-2026 Delaware Law amendments to protect Founders and Officers from personal liability.

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Why this is the "2026 Edition":

1. Officer Exculpation (New Delaware Law)
   In the past, only Directors were protected from personal lawsuits. Officers (CEOs, CTOs) could still be sued personally for "bad business decisions." Our Charter includes the new Section 102(b)(7) language, extending that legal shield to Officers.

2. Broad-Based Anti-Dilution
   Investors demand protection against "Down Rounds." Our document includes the standard Weighted Average Anti-Dilution formula. This is the "fair" version that protects investors without crushing founders (unlike "Full Ratchet" anti-dilution).

3. Exclusive Forum Selection
   If a shareholder sues you, you don't want to fight in a random court in Texas. Article VIII of our Charter forces all internal corporate lawsuits to be held in the Delaware Court of Chancery, the most business-savvy court in the world.

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What You Get Inside the Kit:

I. The Amended & Restated Charter (Word)
A comprehensive,filing document.

1. Liquidation Stack: Clearly defines the "1x Non-Participating" preference (the market standard).

2. Protective Provisions: A pre-written list of "Veto Rights" that investors expect (e.g., veto power over selling the company or changing the bylaws).

II. The Founder’s Implementation Guide (PDF)

1. Filing Instructions: A clear explanation of why you must file this with the Secretary of State (and not just sign it).

2. Board Math: How to set the "Common" vs. "Preferred" board seats to maintain Founder control.

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Frequently Asked Questions

1. Do I need a lawyer to file this?
   While you can file it yourself, this is the one document where we strongly recommend having a lawyer do the final review and filing. One typo in the "Authorized Shares" number can cost thousands to fix later. Use this template to save 90% of the drafting fees, then pay a lawyer for 1 hour to file it.

2. What is "Preferred Stock"?
   It is stock with special rights (like getting paid first in a sale). VCs will not buy Common Stock; they only buy Preferred Stock. This document creates that stock.

3. What is "Officer Exculpation"?
   It is a massive legal update from Delaware (effective late 2022/2023). It allows corporations to amend their charters to protect officers (CEO, CFO, etc.) from personal liability for duty of care claims. Most old templates do not have this. Ours does.

4. Is this for Series A too?
   This template is designed for "Series Seed." Series A deals usually become much more complex with multiple classes of preferred stock. However, this document is the perfect foundation to build upon for a Series A.