- A corporation may, whenever desired, integrate into a single instrument (“restated charter”) all of the provisions of its charter.
- If the restated charter merely restates and integrates but does not further amend the charter, it may be adopted by the board without a stockholder vote, or pursuant to the amendment procedure of § 242.
(b)/(e) If the restated charter does further amend the charter, it must be adopted pursuant to the amendment procedure of § 242 or 241, as applicable, and comply with this chapter’s other rules for amendments.
- A restated charter shall be specifically designated as such in its heading. It shall state, either in its heading or in an introductory paragraph, the corporation’s present and original name(s), and the filing date of its original charter. A restated charter shall also state that it was duly adopted in accordance with this section. A restated charter may omit (a) provisions of the original charter which named the incorporators, the initial board and the original subscribers, and (b) provisions contained in any charter amendment as were necessary to effect a change now effective. Such omissions are not a further amendment.
- A restated charter shall be executed, acknowledged and filed in accordance with § 103. Once filed, the amended charter supersedes the prior charter, but the original date of incorporation remains unchanged.