What is charter & bylaws amendment?
Amendments prepared with the facts organised — counsel drafts substantive governance terms; we keep the record consistent.
Most founders hear "amend the charter" and picture one document. Delaware corporations actually run two, and they don't behave the same way. The Certificate of Incorporation is the public charter — filed with the Delaware Division of Corporations, searchable by anyone, and the thing your amendment shows up on when it changes. The bylaws sit underneath it as an internal governance document: adopted by board resolution, kept in the minute book, and never filed with the state at all. An amendment to one doesn't touch the other, and knowing which document a given change actually belongs in is most of the job before a single form gets drafted.
Public charter items are the ones that change what the state has on record: the company name, the authorized share structure, the registered agent, the stated purpose clause. Any of those goes through a Certificate of Amendment filed with Delaware's Division of Corporations, and it costs $214 for a domestic corporation (more if the change increases authorized stock) or $220 for a domestic LLC's Certificate of Formation amendment. Internal governance items — voting procedures, board composition rules, transfer restrictions, indemnification language — live in the bylaws or operating agreement instead, adopted by resolution and never touching a state filing.
Who does what
Substantive charter and bylaws terms are drafted or reviewed by US counsel; CapEasy prepares the filing and keeps the corporate record consistent.
Who does what
| Your CapEasy team | Charter & bylaws amendment, the reconciliations and reporting behind it, and the questions list that keeps it honest. |
| Your CPA or enrolled agent | Everything that carries a licence in United States — rendered exactly as written: issue compilation, review or audit reports — those are restricted to licensed cpa firms. |
| You | One conversation with one named person, and the decisions that are genuinely yours. |
Charter & bylaws amendment in United States
Charter changes go to Delaware; bylaws changes never do
The dividing line is simple to state and easy to get wrong in practice: name, authorized shares, registered agent, and purpose clause are public charter items that require a Certificate of Amendment filed with the Delaware Division of Corporations. Voting procedures, board composition, transfer restrictions, and most other governance mechanics live in the bylaws or operating agreement, which is adopted internally by resolution and kept in the minute book — no state filing, no public record. We identify which bucket a proposed change falls into before drafting starts, so a purely internal governance change doesn't get routed through a $214 state filing it never needed, and a genuine charter change doesn't get quietly buried in a bylaws resolution instead.
The vote threshold comes from the existing document, not from us
Delaware corporate law requires board approval of a proposed amendment plus a stockholder vote at whatever threshold the current charter specifies — often a straight majority for routine changes, frequently a supermajority for anything touching share structure, control provisions, or protective terms negotiated with investors. We read the existing charter and any stockholders' agreement to identify the required threshold and prepare the resolution and consent documents around it; whether a specific proposed change legally requires board approval alone or a full stockholder vote, and what threshold actually applies, is a determination your counsel confirms before the vote is called.
Substantive drafting is where unauthorized practice of law starts
Filing a pre-drafted, attorney-reviewed Certificate of Amendment on a client's behalf is standard, accepted filing-agent practice — it's what every major formation and registered-agent company does. Drafting the substantive legal language itself — a new share-class definition, an indemnification provision, a supermajority voting mechanic, transfer-restriction language — is a different act, and doing that without a licensing exemption risks unauthorized practice of law. We prepare the filing and organize the facts (current language, proposed change, the vote record); US counsel drafts or reviews any substantive term before it's filed or adopted.
A filed amendment that never propagates is an amendment that didn't finish
The Certificate of Amendment being stamped "Filed" by Delaware is the middle of the job, not the end of it. The registered agent's file needs updating, the IRS needs Form 8822-B if a responsible party changed, banks need the new document on file for signatory purposes, and any licence or permit issued under the prior name or structure needs its own update. We map every downstream record the amendment touches and track each one to completion, because a name change that's filed with the state but not updated at the bank is a company operating under two names at once.
What your CPA or enrolled agent receives from us
- The proposed amendment classified as a public charter item, an internal bylaws/operating-agreement item, or both — with the reasoning documented before drafting starts.
- The current Certificate of Incorporation (or Certificate of Formation) and bylaws/operating agreement pulled and compared line-by-line against the proposed change, so counsel is reviewing a marked change, not starting from a blank page.
- The vote threshold required by the existing charter and any stockholders' agreement, identified and cited to the governing clause, for counsel to confirm.
- A draft board resolution and, where a shareholder or member vote is required, the consent or meeting documentation, prepared for counsel review before the vote is called.
- The Certificate of Amendment prepared for filing once substantive language is settled by counsel, with the correct filing method (mail or in-person — Delaware does not accept this filing online) and expedite option flagged.
- A downstream-update checklist covering the registered agent, IRS Form 8822-B (if a responsible party changed), bank signatory records, and any licence or permit tied to the prior name or structure.
