Incorporation Amendment Articles With Citations

• Category: Corporations - Public - Sale or Purchase of Capital Stock
• State: Multi-State
• Control #: US-CC-4-188C
• Format: Word; Rich Text

Description

The document pertains to the amendment of the Articles of Incorporation of a company, specifically allowing the Board of Directors to utilize capital surplus for specific purposes as permitted under Georgia law. The proposed amendment adds an Article VIII, which authorizes the Board to use capital surplus for paying dividends and purchasing shares without requiring shareholder approval. This flexibility is particularly relevant as the company has faced significant past losses, leading to a substantial consolidated accumulated deficit. Key features of this amendment include provisions for the Board to distribute dividends or repurchase shares, provided certain financial conditions are met, such as not being insolvent. The Board believes these changes could enhance stock value and facilitate corporate transactions. The document emphasizes the need for majority shareholder approval for these amendments to take effect. Important instructions for filling include careful consideration of the financial status before any distributions are made. This form is essential for attorneys, partners, owners, associates, paralegals, and legal assistants to understand the compliance requirements and strategic implications for corporate governance and shareholder relations.