Prepare the amendment to adopt or change the certificate of incorporation

Key facts

Human involvement: YellowClose supervision
How AI is used: From the certificate and the change the lawyer states, prepare a first-pass board resolution declaring the amendment advisable and calling a special meeting or directing that it be considered at the next annual meeting. Set out the amendment in full or a brief summary for the notice. Do not treat the amendment as adopted.
What the lawyer must review: The lawyer settles the amendment and the resolution under § 242. After the corporation has received payment for its stock, the board adopts a resolution declaring the amendment advisable, and stockholders vote at a meeting called on § 222 notice. The amendment is adopted if a majority of the outstanding stock entitled to vote, and a majority of the outstanding stock of each class entitled to vote as a class, is voted in favour. A certificate of amendment is then filed and becomes effective under § 103. Bylaw changes follow § 109, not § 242.
Written for / version: United States versionUS

Who does what

Who does what
Role	What they do
Assistance	Consider narrowly defined preparation support after confirming the tool’s capability and permitted scope.
Lawyer	Set the scope, supervise the work closely, verify every part relied on, resolve omissions and exceptions, and approve the exact output.

Trace every relied-on figure to its source, confirm dates and assumptions, and independently recalculate totals or derived amounts.
Check the current court or regulator requirements, prescribed form and attachments for the intended document and filing.
Verify the applicable jurisdiction and the version of each relevant law, rule or instrument in force at the material time.
Confirm the output against the client’s instructions and the complete relevant source material, including omissions or contradictions.
Resolve exceptions and record the responsible lawyer’s approval of the exact output and intended use.