Section 10A-2A-10.07

Restated certificate of incorporation.

Division B of Article 3 of Chapter 1 shall not apply to this chapter. Instead:

(a) A corporation's board of directors may restate its certificate of incorporation at any time, without stockholder approval, to consolidate all amendments into a single document.

(b) If the restated certificate of incorporation includes one or more new amendments that require stockholder approval, the amendments shall be adopted and approved as provided in Section 10A-2A-10.03.

(c) A corporation that restates its certificate of incorporation shall deliver to the Secretary of State for filing a certificate of restatement setting forth:

(1) the name of the corporation;

(2) the text of the restated certificate of incorporation;

(3) a statement that the restated certificate of incorporation consolidates all amendments into a single document;

(4) if a new amendment is included in the restated certificate of incorporation, the statements required under Section 10A-2A-10.06 with respect to the new amendment; and

(5) the unique identifying number or other designation as assigned by the Secretary of State.

(d) The duly adopted restated certificate of incorporation supersedes the original certificate of incorporation and all amendments to the certificate of incorporation.

(e) The Secretary of State may certify the restated certificate of incorporation as the certificate of incorporation currently in effect, without including the statements required by subsection (c)(4).

(Act 2019-94, §1; Act 2021-299, §3.)