California Amendments to certificate of incorporation

• 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

The California Amendments to Certificate of Incorporation refers to the legal process of modifying the original document that establishes a corporation's existence and outlines its structure and purpose. These amendments can be made to alter various aspects of a corporation, keeping it in compliance with the California Corporations Code and accommodating the changing needs and goals of the organization. There are several types of California Amendments to Certificate of Incorporation that can be filed based on the specific changes required: 1. Name Change Amendment: This type of amendment is filed when a corporation seeks to modify its legal name. It may be necessary if the corporation wishes to rebrand, expand its operations, or align its name with a new business strategy. 2. Stock Amendment: A stock amendment is filed to modify the corporation's capital structure or shares distribution. It allows corporations to increase or decrease the number of authorized shares, modify voting rights, create new classes of stock, or amend any related provisions. 3. Director or Officer Amendment: This amendment is focused on changing or adding to the information related to directors or officers. It may involve altering the names, addresses, or other details of existing executives or adding new members to the corporate leadership team. 4. Purpose Amendment: A purpose amendment modifies the stated objectives or purposes of the corporation. It allows the organization to expand its activities beyond its original scope or redefine its mission. 5. Registered Agent or Address Amendment: This type of amendment is filed to change the registered agent or the corporation's principal office address, ensuring that all official communications and legal notices can be properly delivered. 6. Merger or Consolidation Amendment: In case a corporation plans to merge with another entity or consolidate with other corporations, this type of amendment is required. It involves updating the certificate of incorporation to reflect the new entity resulting from the merger or consolidation. These are just a few examples of the various types of California Amendments to the Certificate of Incorporation. Each amendment requires a specific filing process, involving the completion of appropriate forms, paying the necessary fees, and complying with the relevant legal provisions. It is crucial for corporations in California to consult legal professionals experienced in corporate law to ensure a smooth and accurate amendment process.