District of Columbia Proposal to amend certificate of incorporation to authorize a preferred stock

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Multi-State
Control #:
US-CC-3-141
Format:
Word; 
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This sample form, a detailed Proposal to Amend Certificate of Incorporation to Authorize a Preferred Stock document, is a model for use in corporate matters. The language is easily adapted to fit your specific circumstances. Available in several standard formats.
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  • Preview Proposal to amend certificate of incorporation to authorize a preferred stock
  • Preview Proposal to amend certificate of incorporation to authorize a preferred stock
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FAQ

The constituent corporations may merge into a single surviving corporation, which may be any 1 of the constituent corporations, or they may consolidate into a new resulting corporation formed by the consolidation, which may be a corporation of the jurisdiction of organization of any 1 of the constituent corporations, ...

Definition of Corporation It is an artificial being, created operation of law, having the right of succession and the powers, attributes, and properties expressly authorized by law or incident to its existence.

Section 242(b)(1) provides that an amendment to a corporation's charter requires a majority of the outstanding stock entitled to vote approve the amendment.

How to Amend Articles of Incorporation Review 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.

Section 242 of the DGCL governs the procedures by which a corporation may amend its certificate of corporation, or charter, and generally requires approval by (a) the board of directors and (b) holders of a majority in voting power of the outstanding stock entitled to vote thereon and by the holders of a majority in ...

Section 241 - Amendment of certificate of incorporation before receipt of payment for stock (a) Before a corporation has received any payment for any of its stock, it may amend its certificate of incorporation at any time or times, in any and as many respects as may be desired, so long as its certificate of ...

6See DGCL 141(f) (?Any action required or permitted to be taken at any meeting of the board of directors or any committee thereof may be taken without a meeting if all members of the board or committee, as the case may be, consent thereto in writing, or by electronic transmission.?) (Italics added).

One of the benefits of incorporating a company in Delaware is the flexibility of the corporate structure. With stock amendments, you can increase or decrease the number of shares your Delaware company has authorized; you can also add or remove classes of stock and/or modify the par value of the stock.

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District of Columbia Proposal to amend certificate of incorporation to authorize a preferred stock