Form with which the directors of a corporation may authorize the amendment of corporation articles.
Alaska Amend Articles - Resolution Form - Corporate Resolutions
State:
Multi-State
Control #:
US-0086-CR
Format:
Word;
Rich Text
Instant download
Description
How to fill out Amend Articles - Resolution Form - Corporate Resolutions?
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FAQ
A written resolution, which may be ordinary or special, is a resolution that is passed in writing, rather than at a general meeting where each member casts their vote(s) in person or by proxy.
Public limited companies cannot use written shareholders' resolutions to make decisions unless it is specifically permitted in their articles of association.
When a written resolution is unsuitable, which is often the case when companies have multiple members, you can amend a company's articles of association by passing a special resolution at a general meeting.
How to Amend Articles of IncorporationReview the bylaws of the corporation.A board of directors meeting must be scheduled.Write the proposed changes.Confirm that the board meeting has enough members attending to have a quorum so the amendment can be voted on.Propose the amendment during the board meeting.More items...
If an amendment shall be proposed to any resolution under consideration but shall in good faith be ruled out of order by the Chairman of the meeting, the proceedings on the substantive resolution shall not be invalidated by any error in such ruling.
The special resolution to amend the Articles of Association must be passed by a majority of 75% or more of the members who vote at the meeting either in person or by proxy listing the resolution(s) proposed. A signed copy of the special resolution should be sent to Companies House within 15 days of the General Meeting.
Generally, since the Companies Act 2006 was introduced the memorandum of association cannot be altered and is a purely historical document. A memorandum of association is filed with Companies House along with the company's articles of association during the formation of a company.
Company can alter its Article by way of addition, deletion, modification, substitution, or in any other way, only if it wants. To alter the Article of association of Company By giving Notice of at least 7 days. At the Board meeting, the given resolutions in respect of alteration in AOA must be passed.
Send the copy of the resolution, the copy of your new articles and completed form (if any) to Companies House....You must send:a copy of the resolution within 15 days of it being agreed.a copy of the amended articles of association within 15 days of them taking effect.any forms (if needed) within 15 days of the changes.
Section 9 of the Companies Act 1985 permits a company to alter its articles of association by special resolution. A copy of the resolution and an amended printed version of the articles must then be submitted to the Registrar of Companies within 15 days.
