Anthropic's updated Certificate of Incorporation

As they're preparing for the IPO, I thought I'd retrieve and share Anthropic's updated certificate of incorporation.

The PDF contains two documents: the May 27, 2026 certificate and the September 17th amendment to it.

(See also the previous discussion.)

It is not very interesting. TL;DR, compared to the previous public state, from Claude:

• Mission and Trust article are unchanged. The Article III public benefit purpose is verbatim. Article IV(D) (Class T) is word-for-word the same apart from a renumbered cross-reference and a typo fix. That means the same transfer lock, the same Transfer Approval Threshold, and the same consent and notice rights.
• The board grew from 5 to 7 seats on Feb 11, 2026. The Trust now elects 4, common 2, and investors 1. The Trust keeps its majority, and the founders' side has two seats instead of the one the 2024 end-state left it.
• Three investor checks on the board are gone from the charter:
  • the veto over borrowing beyond $50M;
  • the veto over partially owned subsidiaries;
  • the provision letting the IRA require the investor director's vote (or 61% of directors) for matters it lists.
• Fifteen new preferred series were added (E-1 through H-4). Each round's voting series gets its own veto. The original issue price rose from $30.00 (D-1) to $589.01 (H-1), roughly 20×. About 60% of the new preferred is non-voting.
• The Sept 17 amendment is IPO plumbing:
  • a 10:1 forward split;
  • common renamed Class A (voting) and Class N (non-voting);
  • Class T consolidated from 1,000 shares into one;
  • preferred now auto-converts immediately before an IPO closes.
• The biggest governance change isn't in these filings yet. The reported Founder LLC / Class F plan would come with the post-IPO charter.