District of Columbia 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 District of Columbia Amendments to certificate of incorporation refer to the legal process by which changes or modifications are made to the original certificate of incorporation filed by a corporation in the District of Columbia. This document, also known as the articles of incorporation, serves as the foundation and legal proof of the existence of the corporation. Amendments to the certificate of incorporation are necessary when a corporation wishes to make changes to its name, purpose, registered agent, registered office address, capital stock, directorship, or any other provision mentioned in the original certificate. These amendments must comply with the laws and regulations of the District of Columbia and require proper documentation and filing with the appropriate authorities. The District of Columbia offers several types of amendments to the certificate of incorporation to cater to different situations and requirements. Some common types of amendments include: 1. Name Change Amendment: This amendment is filed when a corporation wishes to change its legal name. It requires providing the current and proposed new name for the corporation, along with the appropriate filing fee. 2. Purpose Amendment: If a corporation wants to modify or expand the scope of its corporate purpose, it must file a purpose amendment. This typically involves providing a detailed description of the new purpose or the changes to the existing purpose. 3. Registered Agent/Office Amendment: When there is a change in the registered agent or registered office address of the corporation, a registered agent/office amendment must be filed. This ensures that the corporation's contact information is up to date. 4. Capital Stock Amendment: If a corporation intends to increase or decrease its authorized capital stock, it must file a capital stock amendment. This may involve specifying the new number of authorized shares or changing the par value of existing shares. 5. Directorship Amendment: In case of changes to the board of directors, such as adding or removing directors, a directorship amendment is required. This amendment typically includes the names and addresses of the new directors. To initiate an amendment to the certificate of incorporation in the District of Columbia, the corporation must draft the required amendment document, provide any necessary supporting documentation, and submit it to the Department of Consumer and Regulatory Affairs (DORA) along with the applicable filing fee. It is crucial to ensure accuracy and compliance with the District's requirements to avoid any complications or delays in the amendment process. By following the appropriate procedures and submitting the necessary amendments, corporations in the District of Columbia can successfully modify their certificate of incorporation to reflect the desired changes and adapt to evolving business needs.