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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.
Articles of Incorporation must be amended to alert the state to major changes. Changes that qualify for state notification include changes to: address. company name.
An Amended and Restated Certificate of Incorporation is a legal document filed with the Secretary of State that restates, integrates, and adjusts the startup's initial Articles of Incorporation (i.e. the company's Charter).
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.
If the articles of incorporation of a close corporation states the number of persons, not exceeding twenty (20), who are entitled to be holders of record of its stock, and if the certificate for such stock conspicuously states such number, and if the issuance or transfer of stock to any person would cause the stock to ...
The process of amending a corporation's articles is typically done through a special resolution. This can be achieved by a resolution approved by no less than two-thirds of the votes cast at a meeting of shareholders, or by a written resolution signed by all eligible shareholders.
Generic Procedure Plan to Amend a Company's Articles Firstly, the directors must convene a board meeting and provide appropriate notice. The director must obtain a quorum to approve the proposal and submit a resolution to the shareholders to amend the company's articles.
Typically, an amendment to the Articles of Incorporation must be confirmed by a greater majority (2/3 or 3/4 depending on the jurisdiction) of the votes cast by the shareholders at a special general meeting.