NVCA's model charter skips blank check preferred on purpose

The record

The National Venture Capital Association publishes a model Amended and Restated Certificate of Incorporation, listed on NVCA's document page as updated October 2025 and retrieved on 16 September 2026. The document's own preliminary notes describe its function: 'the Corporation's Certificate of Incorporation establishes the powers, preferences and special rights of each class and series of the Corporation's stock.' Its substantive articles set out dividend rights for preferred stockholders 'only when, as and if declared by the Board of Directors,' a liquidation preference paid before any distribution to other stockholders, and protective provisions requiring preferred stockholder consent before the corporation takes specified actions. NVCA's broader model-documents page situates this charter as one document within a linked set meant to 'reduce transaction costs and time.'

What the documents establish

The certificate's own preliminary notes establish a deliberate omission rather than an oversight. On 'blank check preferred,' defined in the notes as language authorizing 'shares of undesignated Preferred Stock' with board authority to set a new series' terms without stockholder approval, the drafters state: 'the drafters view the inclusion of blank check preferred in a Certificate of Incorporation for a venture backed company as unusual. Accordingly, this model charter assumes that blank check preferred will not be used.' The notes similarly explain that a broad 'no impairment' clause was left out intentionally, because Delaware courts construe such clauses narrowly and their presence can complicate a law firm's opinion on later amendments. The model-documents page adds only that this charter is meant to work as part of an internally consistent set, not as a standalone template.

The operating read

Editorially, the model charter's silences are as instructive as its provisions. Because it does not authorize blank check preferred, a company adopting the unmodified model would need stockholder approval, not just board action, to create a new class of preferred stock for a future round; any document that does include board-created blank check preferred has departed from this baseline, and that departure is worth flagging in diligence. Similarly, dividends being non-cumulative by default in the model shifts real leverage toward a negotiated deviation, if one is being asked for.

What to check before you decide

Before assuming a company's actual charter tracks this model, check these points against the filed document itself.

• Does the corporation's actual Certificate of Incorporation include blank check preferred authority the model deliberately omits?
• Are dividends stated as cumulative or non-cumulative, and does that match the model's default?
• What specific actions do the protective provisions list, since the model leaves the threshold share count and action list to be filled in?

This is a description of NVCA's own template as retrieved on 16 September 2026, not of any specific company's filed charter, which counsel drafts and negotiates individually and which may depart from this model in either direction.