Amended Certificate Of Formation Delaware

• Category: Corporations - Public - Limited Partnerships
• State: Multi-State
• Control #: US-CC-10-173
• Format: Word; Rich Text

Description

10-173 10-173 . . . Amendment of Articles of Incorporation to provide that corporation be governed by Section 203 of Delaware General Corporation Law, (b) increase number of stockholders required to call special stockholder's meeting from 15% of outstanding shares to a majority, (c) require that stockholders may take action only at a meeting of stockholders, (d) provide that Board of Directors shall have power to fill interim vacancies on Board, (e) provide that stock issuances resulting in a person holding more than 5% of voting power of corporation may be made without stockholder approval, but only if (i) issuance or sale is to a person not affiliated with corporation and (ii) issuance or sale is approved by majority of Non-employee Directors, (f) give Board authority to enter into severance arrangements that are contingent upon a change of control, merger or acquisition of corporation only if (i) such arrangement is approved by majority of Non-employee Directors and (ii) payments to any individual pursuant to such arrangement are limited to maximum amount which does not result in "excess parachute payments" under Section 280G of Internal Revenue Code of 1986, and (g) change stockholder approval requirement for certain amendments of Articles of Incorporation from 75% of outstanding shares to majority of outstanding shares

An amended certificate of formation in Delaware refers to a legal document filed by a limited liability company (LLC) to update or modify the original certificate of formation that was initially filed with the Delaware Secretary of State. This document is crucial for LCS as it reflects any changes made to the company's structure, purpose, management, or other key elements. The amended certificate of formation is typically required when an LLC decides to make alterations to its existing operating agreement or other foundational documents. It is crucial for LCS to keep this document up-to-date and accurate to ensure compliance with state regulations and maintain legal protection. By filing an amended certificate of formation, LCS inform the state and interested parties about any significant changes that might affect the company's operations or legal status. Some situations that may require the filing of an amended certificate of formation in Delaware include: 1. Change in the LLC's name: If the LLC wishes to alter its legal name, it must file an amended certificate of formation reflecting the new name. This ensures that the company's name is properly updated in the state's records. 2. Change in business address: If the LLC decides to move its principal place of business or the registered office address, an amended certificate of formation is required to notify the state and update the related information accordingly. 3. Change in members or ownership structure: If there are changes in the membership or ownership structure of the LLC, such as adding or removing members, issuing new ownership interests, or changing ownership percentages, an amended certificate of formation must be filed to reflect these changes accurately. 4. Change in management structure: If there are alterations in the management structure of the LLC, such as appointing or removing managers, or changing the roles and responsibilities of existing managers, the amended certificate of formation must be filed to reflect these revisions. 5. Change in business purpose: If the LLC decides to expand its business activities or modify the scope of its operations, it must file an amended certificate of formation reflecting the updated business purpose. This ensures that the company is authorized to engage in the changed activities under Delaware law. These are some common examples of situations where an amended certificate of formation is necessary in Delaware. By filing this document, LCS ensure that their organizational information is accurate and up-to-date, thereby maintaining compliance with state regulations and avoiding any potential legal complications.