---
title: "Prepare the amendment to adopt or change the certificate of incorporation"
url: "https://ailawframework.com/practice/commercial-and-corporate-advisory/prepare-the-special-resolution-to-adopt-or-change-a-company-constitution/united-states"
type: "task_jurisdiction_version"
site: "AI Law Framework"
id: "A1-JU20261022-22-US"
practice_area: "Commercial & Corporate Advisory (contracts, company law, governance)"
tier: "yellow"
lawyer_review: "required"
jurisdictions: ["US"]
last_reviewed: "2026-10-22"
---

# Prepare the amendment to adopt or change the certificate of incorporation

> 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…

Canonical page: https://ailawframework.com/practice/commercial-and-corporate-advisory/prepare-the-special-resolution-to-adopt-or-change-a-company-constitution/united-states  
Last reviewed: 2026-10-22

Site index for agents: https://ailawframework.com/llms.txt

## Key facts

| Fact | Value |
| --- | --- |
| Practice area | [Commercial & Corporate Advisory (contracts, company law, governance)](https://ailawframework.com/practice/commercial-and-corporate-advisory.md) |
| Human involvement | Yellow: Lawyer and AI draft together |
| 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 | United States |
| Applies to | [Prepare the special resolution to adopt or change a company constitution](https://ailawframework.com/practice/commercial-and-corporate-advisory/prepare-the-special-resolution-to-adopt-or-change-a-company-constitution.md) |

## Checking plan

- What the AI does: 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.
- Basis: Checked against the linked sources on 22 October 2026. Confirm the current instrument before reliance.

## Notes

- The stockholder vote in § 242 is a majority of the outstanding stock entitled to vote, not a 75 per cent special resolution.
- Some certificate amendments do not need a stockholder vote. The lawyer decides whether this change is one of them before the meeting is called.

## Sources

- [Delaware General Corporation Law, Subchapter VIII, including § 242 Amendment of the certificate](https://delcode.delaware.gov/title8/c001/sc08/index.html) (checked 2026-10-22)
- [Delaware General Corporation Law, Subchapter I, including § 109 Bylaws](https://delcode.delaware.gov/title8/c001/sc01/index.html) (checked 2026-10-22)

*Practice guidance for planning and review. Confirm current primary sources and the requirements of the actual matter. This is general information, not legal advice.*