# NVCA Model Certificate of Incorporation

Amended and restated certificate of incorporation for venture-backed Delaware corporations, defining preferred stock rights, preferences, and privileges.

**Download from NVCA:** https://nvca.org/wp-content/uploads/2025/10/NVCA-Model-COI-10-1-2025.docx

_NVCA model documents are freely downloadable but not redistributable._

## Cover page fields

| Field | Description |
| --- | --- |
| Company Name | Full legal name of the corporation |
| Registered Agent Address | Street address of the registered agent in Delaware |
| Registered Agent City | City of the registered agent office |
| Registered Agent County | County of the registered agent office |
| Registered Agent Name | Name of the registered agent in Delaware |
| Total Authorized Shares | Total number of authorized shares of all classes |
| Number Of Classes | Number of classes of stock (e.g., two) |
| Common Shares Authorized | Number of authorized shares of Common Stock |
| Preferred Shares Authorized | Number of authorized shares of Preferred Stock |
| Series Designation | Series designation for preferred stock (e.g., A, B, C) |
| Original Issue Price | Original purchase price per share of Series A Preferred Stock |
| Initial Purchase Price | Initial Series A purchase price per share |
| Liquidation Preference Multiple | Liquidation preference multiple (e.g., 1, 1.5, 2) |
| Dividend Rate Percent | Annual dividend rate percentage on Preferred Stock |
| Dividend Rate Per Share | Dividend rate per annum per share of Preferred Stock (dollar amount) |
| Preferred Shares Outstanding Threshold | Minimum shares of Preferred Stock outstanding for protective provisions to apply |
| Preferred Director Seats | Number of Preferred Director board seats |
| Preferred Shares Designated Portion | Portion of preferred shares designated as the named series |
| Original Incorporation Name | Original incorporation name, if different from current company name (leave blank if same) |
| Redemption Start Date | Earliest date on which preferred stock may be redeemed |
| Qualified Financing Notice Days | Days of prior notice required for qualified financing |
| No Cumulative Voting | Include 'no cumulative voting' clause |
| Common Stock Voting Limitation | Include clause limiting common stock from vetoing preferred-only amendments |
| Authorized Shares Vote Provision | Include simplified vote provision for changing authorized Common Stock count |
| Include Officer Indemnification | Include officer indemnification alongside director indemnification |
| Include Redemption Cross Ref | Include cross-reference to Section 6.1 (Redemption) |
| Signature Page Marker | Signature page marker text |
| Time Zone | Time zone for notices and deadlines (e.g., Eastern, Pacific) |
| Par Value | Par value per share of common and preferred stock |
| Specify Percentage | Percentage threshold for specified provisions |
| Effective Date | Effective date of the certificate of incorporation |
| Adjustment Notice Days | Days to provide notice of conversion price adjustments |
| Redemption Interest Rate | Annual interest rate on unredeemed shares (percentage) |
| Conversion Notice Days | Days prior to record date for mandatory conversion notice |
| Dividend Formula Prefix | Non-cumulative dividend formula prefix phrase |
| Dividend Formula Alt | Alternative dividend formula phrase |
| Acquisition Exception Shares | Max shares issuable as acquisition consideration without triggering anti-dilution |
| Strategic Partnership Exception Shares | Max shares issuable for strategic partnerships without triggering anti-dilution |
| Dividend Type | Dividend structure: non_cumulative_as_converted (>95%), non_cumulative_fixed, or cumulative |
| Liquidation Participation | Liquidation participation type: non_participating (94-96%) or participating |
| Anti Dilution Type | Anti-dilution formula: broad_based_weighted_average (>98%) or full_ratchet |
| Include Pay To Play | Include Section 5A pay-to-play conversion provisions (<5% of deals) |
| Include Redemption | Include Article Sixth full redemption provisions (2-5% of deals) |

_This template is a drafter's starting point. It does not constitute legal advice. Workflow support only. Not legal advice._