
<PAGE>
 
                                                                EXHIBIT 3(i)(a)

 
                             AMENDED AND RESTATED

                           ARTICLES OF INCORPORATION

                                      OF

                              CRITICAL PATH, INC.

     The undersigned, David Hayden, certifies that:

     1.  He is the duly elected President and Secretary of Critical Path, Inc.,
a California corporation.

     2.  The Articles of Incorporation of this corporation are amended and
restated to read in full as follows:

                                   ARTICLE I

                                     NAME

     The name of this corporation is Critical Path, Inc.

                                  ARTICLE II

                                   PURPOSES

     The purpose of the corporation is to engage in any lawful act or activity
for which a corporation may be organized under the General Corporation Law of
California other than the banking business, the trust company business or the
practice of a profession permitted to be incorporated by the California
Corporations Code.

                                  ARTICLE III

                                     STOCK

     This corporation is authorized to issue two classes of stock to be
designated respectively, Common Stock ("Common Stock") and Preferred Stock
("Preferred Stock"). The total number of shares of capital stock which the
corporation is authorized to issue is One Hundred Eighteen Million One Hundred
Thirty-Nine Thousand Three Hundred One (118,139,301) shares, of which Seventy-
Five Million (75,000,000) shares shall be Common Stock, and Forty-Three Million
One Hundred Thirty-Nine Thousand Three Hundred One (43,139,301) shares shall be
Preferred Stock.  Both the Common Stock and the Preferred Stock shall have par
value of $0.001 per share.

     The Preferred Stock may be issued from time to time in one or more series.
The first series of Preferred Stock shall be designated as Series A Preferred
Stock (the "Series A Preferred") and shall consist of Twenty-Nine Million Two
Hundred Thirty-Four Thousand 

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Seven Hundred Forty-Three (29,234,743) shares. The second series of Preferred
Stock shall be designated as Series B Preferred Stock (the "Series B Preferred")
and shall consist of Thirteen Million Nine Hundred Four Thousand Five Hundred
Fifty-Eight (13,904,558) shares. The Series A Preferred Stock and the Series B
Preferred Stock are hereafter sometimes collectively referred to as the
"Preferred Stock" or the "Series A and Series B Preferred."

                                  ARTICLE IV

                             RIGHTS, PREFERENCES,
                     PRIVILEGES AND RESTRICTIONS ON STOCK

     A.   Preferred Stock.  The rights, preferences, privileges and
restrictions, granted to and imposed on the Series A and Series B Preferred are
as set forth below in this Article IV.

          (1)  Dividends.  The holders of the outstanding Series A and Series B
Preferred shall be entitled to receive, when and as declared by the Board of
Directors, out of any assets at the time legally available therefor, dividends
at the rate of $0.02624 per share of Series A Preferred and $0.154984 per share
of Series B Preferred (as adjusted for any stock dividends, combinations or
splits with respect to such shares) per annum (payable other than in Common
Stock or other securities and rights convertible into or entitling the holder
thereof to receive, directly or indirectly, additional shares of Common Stock of
this corporation).  No dividend shall be declared or paid with respect to the
Common Stock unless an equivalent dividend (which shall be in addition to the
dividend on the Preferred Stock referred to in the preceding sentence) is
declared and set apart or paid with respect to the Series A and Series B
Preferred (on an as-converted basis).  The right to such dividends on shares of
Series A and Series B Preferred shall not be cumulative, and no right shall
accrue to holders of shares of Series A and Series B Preferred by reason of the
fact that dividends on said shares are not declared in any prior year.

          (2)  Liquidation Preference.

               (a)  In the event of any liquidation, dissolution or winding up
of the corporation, either voluntary or involuntary, the holders of the
Preferred Stock shall be entitled to receive, prior and in preference to any
distribution of any of the assets or surplus funds of the corporation to the
holders of the Common Stock by reason of their ownership thereof, the amount of
(i) $0.328 per share of Series A Preferred then held by them and (ii) $1.9373
per share of Series B Preferred then held by them (as adjusted for any
combinations, consolidations, subdivisions, splits or stock dividends with
respect to such shares), plus an amount equal to all declared but unpaid
dividends on such series of Preferred Stock. If, upon the occurrence of such
event, the assets and funds thus distributed among the holders of Preferred
Stock shall be insufficient to permit the payment to such holders of the full
preferential amounts, then the entire assets and funds of the corporation
legally available for distribution shall be distributed ratably among the
holders of Preferred Stock in proportion to the preferential amount each such
holder would have otherwise been entitled to receive.

               (b)  After the distribution described in Subsection A(2)(a),
above has been paid, the remaining assets of the corporation available for
distribution to shareholders shall be distributed among the holders of Common
Stock pro rata based on the number of
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shares of Common Stock held by each.

               (c)  For purposes of this Section A(2), a liquidation,
dissolution or winding up of the corporation shall be deemed to be occasioned
by, or to include (unless the holders of at least a majority of the Preferred
Stock then outstanding shall determine otherwise) (A) the acquisition of this
corporation by another entity or entities by means of any transaction or series
of related transactions (including, without limitation, any reorganization,
merger or consolidation) that results in the transfer of fifty percent (50%) or
more of the outstanding voting power of this corporation, or (B) the sale,
transfer or lease (other than a pledge or grant of a security interest to a bona
fide lender) of all or substantially all of the assets of this corporation.

               (d)  In any of the events specified in Subsection A(2)(a) above,
if the consideration received by the corporation is other than cash, its value
will be deemed its fair market value. The fair market value of any securities
shall be determined as follows:

                    (i)  Securities not subject to investment letter or other
similar restrictions on free marketability:

                         (A)  If traded on a securities exchange or the Nasdaq
National Market, the value shall be deemed to be the average of the closing
prices of the securities on such exchange over the 30-day period ending three
(3) days prior to the closing;

                         (B)  If actively traded over-the-counter, the value
shall be deemed to be the average of the closing bid prices over the 30-day
period ending three (3) days prior to the closing; and

                         (C)  If there is no active public market, the value
shall be the fair market value thereof, as mutually determined by the Board of
Directors of the corporation (which determination must include the approval of
the Series A Directors (as hereinafter defined)) and the holders of at least a
majority of the voting power of all then outstanding shares of Preferred Stock.

                    (ii)  The method of valuation of securities subject to
investment letter or other restrictions on free marketability shall be to make
an appropriate discount from the market value determined as above in (i) (A),
(B) or (C) to reflect the approximate fair market value thereof, as mutually
determined by the Board of Directors of the corporation (which determination
must include the approval of the Series A Directors) and the holders of at least
a majority of the voting power of all then outstanding shares of Preferred
Stock.

                    (iii)  In the event the requirements of this Subsection
A(2)(d) are not complied with, the corporation shall forthwith either:

                         (A)  cause such closing to be postponed until such time
as the requirements of this Section A(2) have been complied with; or

                         (B)  cancel such transaction, in which event the
rights,
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preferences and privileges of the holders of the Preferred Stock shall revert to
and be the same as the rights, preferences and privileges existing immediately
prior to the date of the first notice referred to in Subsection A(2)(d)(iv)
hereof.

                    (iv)  In the event of any transaction described in
Subsection A(2)(a)(c), the corporation shall give each holder of record of
Preferred Stock written notice of such transaction pursuant to the notice
provisions of Subsection A(7)(c)(iv) herein.

          (3)  Conversion Rights.

               (a)  Conversion of Preferred Stock. Each share of Series A and
Series B Preferred shall be convertible, at the option of the holder thereof, at
any time after the issuance of such share into that number of fully paid and
nonassessable shares of Common Stock of the corporation described in Subsection
A(3)(b) below. Each share of Series A and Series B Preferred shall automatically
be converted into that number of fully paid and nonassessable shares of Common
Stock of the corporation described in Subsection A(3)(b) below immediately upon
the earlier to occur of:

                    (i)  The closing of a sale of the corporation's Common Stock
in a firm commitment underwritten registered public offering pursuant to a
registration statement on Form S-1 or Form SB-2 under the Securities Act of
1933, as amended, with aggregate gross proceeds to the corporation of at least
$12,500,000 at an initial offering price of at least $7.7492 per share (as
adjusted for any combinations, consolidations, subdivisions, splits or stock
dividends with respect to such shares of Common Stock); or

                    (ii)  The date on which the holders of a majority of the
then outstanding shares of Series A and Series B Preferred have voted to convert
or consented in writing to the conversion of such shares into Common Stock.

               (b)  Determination of Number of Shares of Common Stock Upon
Conversion. The number of shares of Common Stock into which each share of
Preferred Stock may be converted shall be determined by dividing (i) $0.328 in
the case of the Series A Preferred and $1.9373 in the case of the Series B
Preferred by (ii) the Conversion Price for such series of Preferred Stock
(determined as hereinafter provided) in effect at the time of conversion.

               (c)  Determination of Initial Conversion Price. The conversion
price per share (the "Conversion Price") at which shares of Common Stock shall
initially be issuable upon conversion of the Preferred Stock shall be $0.328 in
the case of the Series A Preferred (the "Series A Conversion Price") and $1.9373
in the case of the Series B Preferred (the "Series B Conversion Price"), in each
case subject to adjustment as set forth in Section A(4) hereof.

               (d)  Procedures for Exercise of Conversion Rights. The holders of
any shares of Preferred Stock may exercise their conversion rights as to all
such shares or any part thereof by delivering to the corporation during regular
business hours, at the office of any transfer agent of the corporation for the
Preferred Stock, or at the principal office of the 

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corporation or at such other place as may be designated by the corporation, the
certificate or certificates for the shares to be converted, duly endorsed for
transfer to the corporation (if required by the corporation), accompanied by
written notice stating that the holder elects to convert such shares (except
that no such written notice of election to the corporation shall be necessary in
the event of an automatic conversion pursuant to Subsection A(3)(a)). In the
event such conversion is requested in connection with a proposed liquidation,
dissolution or winding up of the corporation as described in Subsection A(2)(a)
above (a "Liquidation Transaction") or a proposed merger, consolidation or sale
transaction described in Subsection A(2)(c) above (a "Merger Transaction"), such
conversion shall be deemed to have been made subject to and immediately prior to
the consummation of such transaction. Conversion shall be deemed to have been
effected on the date when such delivery is made (except that (i) in the event of
an automatic conversion pursuant to Subsection A(3)(a) above, such conversion
shall be deemed to have been made immediately prior to the closing of the public
offering referred to therein or the date on which holders referred to therein
have voted to convert or consented in writing to convert the shares referred to
therein and (ii) in the event such conversion is requested in connection with a
proposed Liquidation Transaction or Merger Transaction, such conversion shall be
deemed to have been made immediately prior to the consummation of such
transaction), and such date is referred to herein as the "Conversion Date." As
promptly as practicable after the Conversion Date, the corporation shall issue
and deliver to or upon the written order of such holder, at such office or other
place designated by the corporation, a certificate or certificates for the
number of full shares of Common Stock to which such holder is entitled and a
check for cash with respect to any fractional interest in a share of Common
Stock as provided in Subsection A(3)(e) below. The holder shall be deemed to
have become a shareholder of record on the Conversion Date, and the applicable
Conversion Price shall be the Conversion Price in effect on the Conversion Date.
Upon conversion of only a portion of the number of shares of Preferred Stock
represented by a certificate surrendered for conversion, the corporation shall
issue and deliver to or upon the written order of the holder of the certificate
so surrendered for conversion, at the expense of the corporation, a new
certificate covering the number of shares of Preferred Stock representing the
unconverted portion of the certificate so surrendered.

               (e)  No Fractional Shares. No fractional shares of Common Stock
or scrip shall be issued upon conversion of shares of Preferred Stock. If more
than one share of Series A or Series B Preferred shall be surrendered for
conversion at any one time by the same holder, the number of full shares of
Common Stock issuable upon conversion thereof shall be computed on the basis of
the aggregate number of shares of Preferred Stock so surrendered. Instead of any
fractional shares of Common Stock which would otherwise be issuable upon
conversion of any shares of Preferred Stock, the corporation shall pay a cash
adjustment in respect of such fractional interest equal to the fair market value
of such fractional interest as determined by the corporation's Board of
Directors.

               (f)  Payment of Taxes for Conversions. The corporation shall pay
any and all issue and other taxes that may be payable in respect of any issue or
delivery of shares of Common Stock on conversion pursuant hereto of Preferred
Stock. The corporation shall not, however, be required to pay any tax which may
be payable in respect of any transfer involved in the issue and delivery of
shares of Common Stock in a name other than that in which the shares of
Preferred Stock so converted were registered, and no such issue or delivery
shall be made unless and until the person requesting such issue has paid to the
corporation the 

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amount of any such tax, or has established, to the satisfaction
of the corporation, that such tax has been paid.

               (g)  Reservation of Common Stock. The corporation shall at all
times reserve and keep available, out of its authorized but unissued Common
Stock, solely for the purpose of effecting the conversion of the Preferred
Stock, the full number of shares of Common Stock deliverable upon the conversion
of all shares of all series of Preferred Stock from time to time outstanding.

               (h)  Registration or Listing of Shares of Common Stock. If any
shares of Common Stock to be reserved for the purpose of conversion of shares of
Preferred Stock require registration or listing with, or approval of, any
governmental authority, stock exchange or other regulatory body under any
federal or state law or regulation or otherwise, before such shares may be
validly issued or delivered upon conversion, the corporation will in good faith
and as expeditiously as possible endeavor to secure such registration, listing
or approval, as the case may be.

               (i)  Status of Common Stock Issued Upon Conversion. All shares of
Common Stock which may be issued upon conversion of the shares of Preferred
Stock will upon issuance by the corporation be validly issued, fully paid and
nonassessable and free from all taxes, liens and charges with respect to the
issuance thereof.

               (j)  Status of Converted Preferred Stock. In case any shares of
Preferred Stock shall be converted pursuant to this Section A(3), the shares so
converted shall be canceled and shall not be issuable by the corporation and the
Articles of Incorporation of the corporation, as then in effect, shall be
appropriately amended to reflect the corresponding reduction in the authorized
capital stock of the corporation.

          (4)  Adjustment of Conversion Price.

               (a)  General Provisions. The Conversion Price of the Series A
Preferred and the Series B Preferred shall be subject to adjustment from time to
time as follows:

                    (i)  If the corporation shall issue any Additional Stock (as
defined in Subsection A(4)(a)(iii) below) for a consideration per share less
than the Conversion Price of a series of Preferred Stock then in effect on the
date of and immediately prior to such issue, then the Conversion Price of such
series of Preferred Stock shall be reduced, concurrently with such issue, to a
price determined by multiplying such Conversion Price in effect immediately
prior to such issuance by the quotient obtained by dividing:

                         (A)  an amount equal to the sum of (x) the total number
of shares of Common Stock outstanding (assuming for such purpose the conversion
of all outstanding Preferred Stock) immediately prior to such issuance, plus (y)
the quotient of the total consideration received by the corporation upon such
issuance divided by such Conversion Price, by

                         (B)  the total number of shares of Common Stock
outstanding (assuming for such purpose the conversion of any outstanding
convertible
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securities of the corporation and exercise of any outstanding options, warrants
or rights to purchase Common Stock or such convertible securities of the
corporation) immediately prior to such issuance plus the Additional Stock issued
in such issuance (but not including any shares of Additional Stock deemed to be
issued as a result of any adjustment in the Conversion Price of the Preferred
Stock resulting from such issuance).

                    (ii)  For the purposes of any adjustment of a Conversion
Price pursuant to Subsection A(4)(a)(i) above, the following provisions shall be
applicable:

                         (A)  In the case of the issuance of Additional Stock
for cash, the consideration shall be deemed to be the amount of cash paid
therefor without deducting any discounts or commissions paid or incurred by the
corporation in connection with the issuance and sale thereof.

                         (B)  In the case of the issuance of Additional Stock
for a consideration in whole or in part other than cash, the consideration other
than cash shall be deemed to be the fair value thereof as determined in good
faith by the Board of Directors of the corporation.

                         (C)  In the case of the issuance of (i) options,
warrants or rights to purchase, subscribe for or otherwise acquire Common Stock,
(ii) evidences of indebtedness, shares or other securities by their terms
convertible into or exchangeable for Common Stock, or (iii) options, warrants or
rights to purchase, subscribe for or otherwise acquire evidences of
indebtedness, shares or other securities by their terms convertible into or
exchangeable for Common Stock:

                              (1)  the aggregate maximum number of shares of
Common Stock deliverable upon exercise of such options to purchase or rights to
subscribe for Common Stock shall be deemed to have been issued at the time such
options or rights were issued and for a consideration equal to the consideration
(determined in the manner provided in Subsections A(4)(a)(ii)(A) and (B) above),
if any, received by the corporation upon the issuance of such options or rights
plus the minimum purchase price provided in such options or rights for the
Common Stock covered thereby,

                              (2)  the aggregate maximum number of shares of
Common Stock deliverable upon conversion of or in exchange for any such
convertible or exchangeable securities, or upon the exercise of options to
purchase or rights to subscribe for such convertible or exchangeable securities
and subsequent conversion or exchange thereof, shall be deemed to have been
issued at the time such securities were issued or such options or rights were
issued and for a consideration equal to the consideration received by the
corporation for any such securities and related options or rights (excluding any
cash received on account of accrued interest or accrued dividends), plus the
additional consideration, if any, to be received by the corporation upon the
conversion or exchange of such securities or the exercise of any related options
or rights (the consideration in each case to be determined in the manner
provided in Subsections A(4)(a)(ii)(A) and (B) above);

                              (3)  on any change in the number of shares of
Common Stock deliverable upon exercise of any such options or rights or
conversion of or

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exchange for such convertible or exchangeable securities, or on any change in
the minimum purchase price of such options, rights or securities, the Conversion
Price for such series shall forthwith be readjusted to such Conversion Price as
would have obtained had the adjustment made upon (x) the issuance of such
options, rights or securities not exercised, converted or exchanged prior to
such change, as the case may be, been made upon the basis of such change or (y)
the options or rights related to such securities not converted or exchanged
prior to such change, as the case may be, been made upon the basis of such
change; and 

                              (4)  on the expiration of any such options or
rights, the termination of any such rights to convert or exchange or the
expiration of any options or rights related to such convertible or exchangeable
securities, the Conversion Price for such series shall forthwith be readjusted
to such Conversion Price as would have obtained had the adjustment made upon the
issuance of such options, rights, convertible or exchangeable securities or
options or rights related to such convertible or exchangeable securities, as the
case may be, been made upon the basis of the issuance of only the number of
shares of Common Stock actually issued upon the exercise of such options or
rights, upon the conversion or exchange of such convertible or exchangeable
securities or upon the exercise of the options or rights related to such
convertible or exchangeable securities, as the case may be; provided that, in no
event shall the Conversion Price be readjusted pursuant to Paragraph (3) or
Paragraph (4) above to an amount which exceeds the lesser of: (x) the Conversion
Price on the original adjustment date, and (y) the Conversion Price that would
have resulted from any issuance of Additional Stock between the original
adjustment date and such readjustment date.

                    (iii)  "Additional Stock" shall mean any shares of Common
Stock issued or deemed to have been issued pursuant to Subsection A(4)(a)(ii)(C)
by the corporation after the date on which a share of Series A or Series B
Preferred was first issued, other than shares of Common Stock issued or 
issuable:

                         (A)  Upon conversion of shares of Series A or Series B
Preferred;

                         (B)  To employees, consultants, directors or vendors of
this corporation directly or pursuant to a stock option plan or stock purchase
plan or other incentive stock arrangement approved by the Board of Directors of
the corporation acting in their good faith, reasonable, business judgment;

                         (C)  In connection with bona fide equipment lease or
loan financing or similar transactions approved by the Board of Directors acting
in their good faith, reasonable, business judgment; and

                         (D)  In connection with stock dividends, subdivisions,
split-ups, combinations or dividends which are covered by Subsections
A(4)(a)(iv), (v) and (vi).

                    (iv)  If the number of shares of Common Stock outstanding at
any time after the date hereof is increased by a stock dividend payable in
shares of Common Stock or by a subdivision or split-up of shares of Common
Stock, then, on the date such payment is made or such change is effective, the
Conversion Price for each series of Preferred Stock shall be appropriately
decreased so that the number of shares of Common Stock issuable

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on conversion of any shares of such series of Preferred Stock shall be increased
in proportion to such increase of outstanding shares.

                    (v)  If the number of shares of Common Stock outstanding at
any time after the date hereof is decreased by a combination of the outstanding
shares of Common Stock, then, on the effective date of such combination, the
Conversion Price for each series of Preferred Stock shall be appropriately
increased so that the number of shares of Common Stock issuable on conversion of
shares of such series of Preferred Stock shall be decreased in proportion to
such decrease in outstanding shares.

                    (vi)  In case the corporation shall distribute to holders of
its Common Stock shares of its capital stock (other than Common Stock), stock or
other securities of other persons, evidences of indebtedness issued by the
corporation or other persons, assets (excluding cash dividends), or options or
rights (excluding options to purchase and rights to subscribe for Common Stock
or other securities of the corporation convertible into or exchangeable for
Common Stock), then, in each such case, immediately following the record date
fixed for the determination of the holders of Common Stock entitled to receive
such distribution, provision shall be made so that the holders of each series of
Preferred Stock shall receive upon conversion thereof, in addition to the number
of shares of Common Stock receivable thereupon, the amount of shares of the
corporation's capital stock, stock or other securities of other persons,
evidences of indebtedness, assets, or options or rights which they would have
received had such shares of Series A or Series B Preferred been converted into
Common Stock immediately prior to such record date and had thereafter, during
the period from the date of such record date to and including the date of
conversion, retained such capital stock, stock or other securities of other
persons, evidences of indebtedness, assets, or options or rights receivable by
them as aforesaid during such period, subject to all other adjustments called
for during such period under this Section A(4).

                    (vii)  In case, at any time after the date hereof, of any
capital reorganization, or any reclassification of the stock of the corporation
(other than a change in par value or as a result of a stock dividend or
subdivision, split-up or combination of shares), or the consolidation or merger
of the corporation with or into another person (other than a transaction
described in Article IV, Section A(2) or a consolidation or merger in which the
corporation is the continuing entity and which does not result in any change in
the Common Stock), or of the sale or other disposition of all or substantially
all the properties and assets of the corporation as an entirety to any other
person, the shares of Series A and Series B Preferred shall, after such
reorganization, reclassification, consolidation, merger, sale or other
disposition, be convertible into the kind and number of shares of stock or other
securities or property of the corporation or of the entity resulting from such
consolidation or surviving such merger or to which such properties and assets
shall have been sold or otherwise disposed to which such holder would have been
entitled if immediately prior to such reorganization, reclassification,
consolidation, merger, sale or other disposition it had converted its shares of
Series A or Series B Preferred into Common Stock. The provisions of this
Subsection A(4)(a)(vii) shall similarly apply to successive reorganizations,
reclassifications, consolidations, mergers, sales or other dispositions.

                    (viii)  All calculations under this Section A(4) shall be
made to the nearest one-hundredth (1/100) of a cent or to the nearest one-
hundredth (1/100) of a share,
                             
                                      -9-
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as the case may be.

               (b)  Minimal Adjustments.  No adjustment in a Conversion Price
need be made if such adjustment would result in a change in a Conversion Price
of less than $0.01. Any adjustment of less than $0.01 which is not made shall be
carried forward and shall be made at the time of and together with any
subsequent adjustment which, on a cumulative basis, amounts to an adjustment of
$0.01 or more in a Conversion Price.

               (c)  No Impairment.  The corporation will not, through any
reorganization, transfer of assets, consolidation, merger, dissolution, issue or
sale of securities or any other voluntary action, including amending these
Articles of Incorporation, avoid or seek to avoid the observance or performance
of any of the terms to be observed or performed hereunder by the corporation,
but will at all times in good faith assist in the carrying out of all the
provisions of this Section A(4) and in the taking of all such action as may be
necessary or appropriate in order to protect the conversion rights of the
holders of Preferred Stock against impairment.  This provision shall not
restrict the corporation from amending its Articles of Incorporation in
accordance with the General Corporation Law of the State of California and the
terms hereof.

               (d)  Computation of Adjustment.  Upon the occurrence of each
adjustment or readjustment of the Conversion Price of any series of Preferred
Stock pursuant to this Section A(4), the corporation at its expense shall
promptly compute such adjustment or readjustment in accordance with the terms
hereof, and prepare and furnish to each holder of Preferred Stock affected
thereby a certificate setting forth such adjustment or readjustment and showing
in detail the facts upon which such adjustment or readjustment is based. The
corporation shall, upon the written request at any time of any holder of
Preferred Stock, furnish or cause to be furnished to such holder a like
certificate setting forth (i) such adjustment or readjustment, (ii) the
Conversion Price at the time in effect for such series of Preferred Stock, and
(iii) the number of shares of Common Stock and the amount, if any, of other
property which at the time would be received upon the conversion of such
holder's shares.

          (5)  Voting Rights.

               (a)  Voting other than for Directors.  Except as required by law
and in Subsection A(5)(b) below, the holder of each share of Preferred Stock
shall be entitled to the number of votes equal to the number of shares of Common
Stock into which such shares of Preferred Stock could be converted on the record
date for the vote or consent of shareholders and, except as otherwise required
by law, shall have voting rights and powers equal to the voting rights and
powers of the Common Stock. The holder of each share of Preferred Stock shall be
entitled to notice of any shareholders' meeting in accordance with the Bylaws of
the corporation and shall vote with holders of the Common Stock upon the
election of directors and upon any other matter submitted to a vote of
shareholders, except as to those matters required by law or these Articles of
Incorporation to be submitted to a class vote. Fractional votes by the holders
of Preferred Stock shall not, however, be permitted and any fractional voting
rights resulting from the above formula (after aggregating all shares into which
shares of Series A and Series B Preferred Stock held by each holder could be
converted) shall be rounded to the nearest whole number.

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               (b)  Voting for Directors.

                    (i)  With respect to the election of members of the Board of
     Directors of the Corporation, (A) so long as at least 5,000,000 shares of
     Series A Preferred remain outstanding (as adjusted for stock splits,
     combinations and the like), the holders of Series A Preferred, voting as a
     separate class, shall have the right to elect two members of the Board of
     Directors (the "Series A Directors"), (B) so long as at least 1,500,000
     shares of Series B Preferred remain outstanding, the holders of Series B
     Preferred, voting as a separate class, shall have the right to elect one
     member of the Board of Directors (the "Series B Director"), (C) the holders
     of Common Stock, voting as a separate class, shall have the right to elect
     two members of the Board of Directors (the "Common Stock Directors"), and
     (D) the holders of the Series A Preferred, the Series B Preferred and the
     Common Stock, voting together as a single class and not as separate series
     and on an as-converted basis, shall have the right to elect the remaining
     member(s) of the Board of Directors (the "Joint Director(s)").

                    (ii)  the Series A Directors may be removed from the Board
     of Directors, either with or without cause, only by the affirmative vote of
     the holders of a majority of the outstanding Series A Preferred; the Series
     B Director may be removed from the Board of Directors, either with or
     without cause, only by the affirmative vote of the holders of a majority of
     the outstanding Series B Preferred; the Common Directors may be removed
     from the Board of Directors, either with or without cause, only by the
     affirmative vote of the holders of a majority of the outstanding Common
     Stock; and the Joint Director(s) may be removed from the Board of
     Directors, either with or without cause, only by the affirmative vote of
     the holders of a majority of the Series A Preferred, the Series B Preferred
     and the Common Stock, voting together as a single class and not as separate
     series and on an as-converted basis; provided, however, that no director
     may be removed (unless the entire board is removed) when the votes cast
     against removal, or not consenting in writing to the removal, would be
     sufficient to elect the director if voted cumulatively at an election at
     which the same total number of votes were cast (or, if the action is taken
     by written consent, all shares entitled to vote were voted) and the entire
     number of directors authorized at the time of the director's most recent
     election were then being elected.

                    (iii)  If a vacancy on the Board of Directors is to be
     filled by the Board of Directors, only a director or directors elected by
     the same class of shareholders as those who would be entitled to vote to
     fill such vacancy, if any, shall vote to fill such vacancy. If there are no
     such directors, such vacancy shall be filled by the affirmative vote of the
     holders of a majority of the shares of that class.

          (6)  Redemption.  The Preferred Stock shall not be redeemable.

          (7)  Protective Provisions.

               (a)  So long as at least 6,500,000 shares of Preferred Stock
remain outstanding, the corporation shall not, without first obtaining the
approval by vote or written consent, in the manner provided by law, of the
holders of at least a majority of the shares of Preferred Stock outstanding,
voting as a class:

                                      -11-
<PAGE>
 
                    (i)  declare or pay any dividend on the Common Stock;

                    (ii)  redeem, purchase or otherwise acquire (or pay into or
set aside for a sinking fund for such purpose) any of the Common Stock;
provided, however, that this restriction shall not apply to the repurchase of
shares of Common Stock from employees, officers, directors, consultants or other
persons performing services for the corporation or any subsidiary pursuant to
agreements under which the corporation has the option to repurchase such shares
at cost or at cost plus interest upon the occurrence of certain events, such as
the termination of employment;

                    (iii)  cause the acquisition of this corporation by another
entity or entities by means of any transaction or series of related transactions
(including, without limitation, any reorganization, merger or consolidation)
that results in the transfer of fifty percent (50%) or more of the outstanding
voting power of this corporation, or the sale, transfer or lease (other than a
pledge or grant of a security interest to a bona fide lender) of all or
substantially all of the assets of this corporation;

                    (iv)  authorize or issue, or obligate itself to issue, any
other equity security, including any other security convertible into or
exercisable for any equity security, having a preference over, or being on a
parity with, the Series A or Series B Preferred with respect to dividends,
liquidation, redemption or voting rights;

                    (v)  increase the authorized number of directors of the
corporation to a number greater than seven.

               (b)  So long as at least 1,500,000 shares of any series of
Preferred Stock remain outstanding, the Corporation shall not, without first
obtaining the approval by vote or written consent of the holders of a majority
of the then outstanding shares of such series of Preferred Stock:

                    (i)  amend or repeal any provision of, or add any provision
to, this corporation's Articles of Incorporation or bylaws if such action would
alter or change materially and adversely the preferences, rights, privileges or
powers of, or the restrictions provided for the benefit of, such series of
Preferred Stock;

                    (ii)  increase or decrease the authorized number of shares
of such series of Preferred Stock;

               (c)  Notices of Record Date.  In the event that this corporation
shall propose at any time:

                    (i)  to declare any dividend or distribution upon shares of
its Common Stock, whether in cash, property, stock or other securities, whether
or not a regular cash dividend and whether or not out of earnings or earned
surplus;

                    (ii)  to offer for subscription pro rata to the holders of
any class or series of its stock any additional shares of stock of any class or
series or other rights;

                                      -12-
<PAGE>
 
                    (iii)  to effect any reclassification or recapitalization of
its Common Stock outstanding; or

                    (iv)  to merge, reorganize or consolidate with or into any
other entity or entities by means of any transaction or series of related
transactions resulting in the transfer of 50% or more of the outstanding voting
power of the corporation; to sell, transfer or lease (other than a pledge or
grant of a security interest to a bona fide lender) all or substantially all of
its assets or business; or to liquidate, dissolve or wind up;

then, in connection with each such event, this corporation shall send to the
holders of the Preferred Stock:

                         (A)  at least twenty (20) days' prior written notice of
the date on which a record shall be taken for such dividend, distribution or
subscription rights (and specifying the date on which the holders of Common
Stock shall be entitled thereto in respect of the matters referred to in (i) and
(ii) above or for determining rights to vote in respect of the matters referred
to in (iii) and (iv) above.

                         (B)  in the case of matters referred to in (iv) above,
this corporation shall give each holder of record of Preferred Stock written
notice of such impending transaction not later than twenty (20) days prior to
the shareholders' meeting called to approve such transaction, or twenty (20)
days prior to the closing of such transaction, whichever is earlier, and shall
also notify such holders in writing of the final approval of such transaction.
The first of such notices shall describe the material terms and conditions of
the impending transaction and the provisions of this Subsection A(7)(c), and
this corporation shall thereafter give such holders prompt notice of any
material changes. The transaction shall in no event take place sooner than
twenty (20) days after this corporation has given the first notice provided for
herein or sooner than ten (10) days after this corporation has given notice of
any material changes provided for herein; provided, however, that such periods
may be shortened upon the written consent of the holders of Preferred Stock that
are entitled to such notice rights or similar rights that represent at least a
majority of the voting power of all then outstanding shares of such Preferred
Stock.

                         (C)  in the case of the matters referred to in (iii)
above, at least twenty (20) days' prior written notice of the date when the same
shall take place (and specifying the date on which the holders of Common Stock
shall be entitled to exchange their Common Stock for securities or other
property deliverable upon the occurrence of such event).

                         (D)  Each such written notice shall be delivered
personally or given by first class mail, postage prepaid, addressed to the
holders of the Preferred Stock at the address for each such holder as shown on
the books of this corporation.

     B.   Common Stock.

          (1)  Dividend Rights.  Subject to the prior rights of holders of all
classes of stock at the time outstanding having prior rights as to dividends,
the holders of the Common Stock shall be entitled to receive, when and as
declared by the Board of Directors, out of any 

                                      -13-
<PAGE>
 
assets of the corporation legally available therefor such dividends as may be
declared from time to time by the Board of Directors.

          (2)  Liquidation Rights.  Upon the liquidation, dissolution or winding
up of the corporation, the assets of the corporation shall be distributed as
provided in Article IV, Section A(2) hereof.

          (3)  Voting Rights.  The holder of each share of Common Stock shall
have the right to one vote, and shall be entitled to notice of any shareholders'
meeting in accordance with the Bylaws of this corporation, and shall be entitled
to vote upon such matters and in such manner as may be provided by law.

                                   ARTICLE V

                            LIABILITY OF DIRECTORS
                         AND INDEMNIFICATION OF AGENTS

     A.   Limitation on Directors' Liability.  The liability of the directors of
the corporation for monetary damages shall be eliminated to the fullest extent
permissible under California law.

     B.   Indemnification of Corporate Agents.  The corporation is authorized to
provide indemnification of agents (as defined in Section 317 of the California
General Corporation Law) through bylaw provisions, agreements with agents, vote
of shareholders or disinterested directors or otherwise, in excess of the
indemnification otherwise permitted by Section 317 of the California General
Corporation Law, subject only to the applicable limits set forth in Section 204
of the California General Corporation Law with respect to actions for breach of
duty to the corporation and its shareholders.

     C.   Repeal or Modification.  Any repeal or modification of the foregoing
provisions of this Article V by the shareholders of the corporation shall not
adversely affect any right or protection of an agent of the corporation existing
at the time of such repeal or modification.

          3.   The foregoing amendment of the Articles of Incorporation has been
duly approved by the Board of Directors.

          4.   The foregoing amendment of the Articles of Incorporation has been
duly approved by the required vote of shareholders in accordance with Sections
902 and 903 of the California Corporations Code.  The total number of
outstanding shares of Common Stock of the corporation is 14,723,264.  The total
number of outstanding shares of Series A Preferred Stock of the Corporation is
27,987,803.  The number of shares voting in favor of the amendment equaled or
exceeded the vote required.  The percentage vote required under the law and the
Articles of Incorporation in effect at the time of this amendment was more than
50% of the outstanding Common Stock and more than 50% of the outstanding Series
A Preferred Stock, each voting separately as a class.

                                      -14-
<PAGE>
 
     I further declare under penalty of perjury under the laws of the State of
California that the matters set forth in this certificate are true and correct
of my own knowledge.

     Dated:  September 4, 1998

                                            /S/ David Hayden
                                       ------------------------------------
                                                David Hayden, President

                                            /S/ David Hayden
                                       ------------------------------------
                                                David Hayden, Secretary


                                      -15-
<PAGE>
 
 
             CERTIFICATE OF AMENDMENT OF ARTICLES OF INCORPORATION
             -----------------------------------------------------

     The undersigned, Douglas Hickey and David Hayden certify that:

     1.   They are the duly elected President and the Secretary, respectively,
of Critical Path, Inc., a California corporation.

     2.   Article III of the Articles of Incorporation of this corporation is
amended in its entirety to read in full as follows:

                                 "ARTICLE III

                                     STOCK
                                     -----

     This corporation is authorized to issue two classes of stock to be
designated respectively, Common Stock ("Common Stock") and Preferred Stock
("Preferred Stock"). The total number of shares of capital stock which the
corporation is authorized to issue is One Hundred Thirty Six Million Two Hundred
Thirty-Four Thousand Seven Hundred Forty-Three (136,234,743) shares, of which
Eighty-Five Million (85,000,000) shares shall be Common Stock, and Fifty-One
Million Two Hundred Thirty-Four Thousand Seven Hundred Forty-Three (51,234,743)
shares shall be Preferred Stock.  Both the Common Stock and the Preferred Stock
shall have par value of $0.001 per share.

     The Preferred Stock may be issued from time to time in one or more series.
The first series of Preferred Stock shall be designated as Series A Preferred
Stock (the "Series A Preferred") and shall consist of Twenty-Nine Million Two
Hundred Thirty-Four Thousand Seven Hundred Forty-Three (29,234,743) shares.  The
second series of Preferred Stock shall be designated as Series B Preferred Stock
(the "Series B Preferred") and shall consist of Twenty-Two Million (22,000,000)
shares.  The Series A Preferred Stock and the Series B Preferred Stock are
hereafter sometimes collectively referred to as the "Preferred Stock" or the
"Series A and Series B Preferred."

                                      D-1
<PAGE>
 
     3.  Paragraph (i) of Section 3(a) of Article IV of the Articles of
Incorporation of this corporation is amended in its entirety to read in full as
follows:

         "(i)  The closing of a sale of the corporation's Common Stock in a
firm commitment underwritten registered public offering pursuant to a
registration statement on Form S-1 or Form SB-2 under the Securities Act of
1933, as amended, with aggregate gross proceeds to the corporation of at least
$30,000,000 at an initial offering price of at least $7.7492 per share (as
adjusted for any combinations, consolidations, subdivisions, splits or stock
dividends with respect to such shares of Common Stock); or"

     4.   The foregoing amendment of the Articles of Incorporation has been duly
approved by the Board of Directors.

     5.   The foregoing amendment of the Articles of Incorporation has been duly
approved by the required vote of shareholders in accordance with Sections 902
and 903 of the California Corporations Code.  The total number of outstanding
shares of the corporation is 18,162,577 shares of Common Stock, 27,987,803
shares of Series A Preferred Stock and 8,000,197 shares of Series B Preferred
Stock.  The number of shares voting in favor of the amendment equaled or
exceeded the vote required.  The percentage vote required under the law and the
Articles of Incorporation in effect at the time of this amendment was more than
50% of the outstanding Common Stock and more than 50% of the outstanding
Preferred Stock, each voting separately as a class.

     I further declare under penalty of perjury under the laws of the State of
California that the matters set forth in this certificate are true and correct
of my own knowledge.

     Dated:  December 17, 1998
 

                                                   /S/ Douglas Hickey
                                           --------------------------------
                                                       Douglas Hickey
                                                         President

                                                   /S/ David Hayden
                                           --------------------------------
                                                        David Hayden
                                                         Secretary

                                      D-2
<PAGE>
 

             CERTIFICATE OF AMENDMENT OF ARTICLES OF INCORPORATION
             -----------------------------------------------------

     The undersigned, David Hayden and David Thatcher certify that:

     1.   They are the duly elected Chairman and the Secretary, respectively, of
Critical Path, Inc., a California corporation.

     2.   Section A(4)(a)(iii) of Article IV of the Articles of Incorporation of
this corporation is amended in its entirety to read in full as follows:

          (iii)  "Additional Stock" shall mean any shares of Common Stock issued
or deemed to have been issued pursuant to Subsection A(4)(a)(ii)(C) by the
corporation after the date on which a share of Series A or Series B Preferred
was first issued, other than shares of Common Stock issued or issuable:

               (A) Upon conversion of shares of Series A or Series B Preferred;

               (B) To employees, consultants, directors or vendors of this
corporation directly or pursuant to a stock option plan or stock purchase plan
or other incentive stock arrangement approved by the Board of Directors of the
corporation acting in their good faith, reasonable, business judgment;

               (C) In connection with bona fide equipment lease or loan
financing or similar transactions approved by the Board of Directors acting in
their good faith, reasonable, business judgment;

               (D) In connection with stock dividends, subdivisions, split-ups,
combinations or dividends which are covered by Subsections A(4)(a)(iv), (v) and
(vi); and

               (E) To a corporate investor prior to January 31, 1999 in an
amount not to exceed 2,400,000 shares of Common Stock.

     3.   The foregoing amendment of the Articles of Incorporation has been duly
approved by the Board of Directors.

     4.   The foregoing amendment of the Articles of Incorporation has been duly
approved by the required vote of shareholders in accordance with Sections 902
and 903 of the California Corporations Code.  The total number of outstanding
shares of the corporation is 18,177,577 shares of Common Stock, 27,996,949
shares of Series A Preferred Stock and 
<PAGE>
 
8,000,827 shares of Series B Preferred Stock. The number of shares voting in
favor of the amendment equaled or exceeded the vote required. The percentage
vote required under the law and the Articles of Incorporation in effect at the
time of this amendment was more than 50% of the outstanding Common Stock and
more than 50% of the outstanding Preferred Stock, each voting separately as a
class.

                 [Remainder of Page Intentionally Left Blank]
<PAGE>
 
     The undersigned further declare under penalty of perjury under the laws of
the State of California that the matters set forth in this certificate are true
and correct of their own knowledge.

     Dated:  January 4, 1999

                                                 /S/ David Hayden
                                       -------------------------------------    
                                                     David Hayden
                                                 Chairman of the Board

                                                /S/ David Thatcher
                                       -------------------------------------    
                                                    David Thatcher
                                                      Secretary
