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Interested stockholder means any person who owns at least 15% of the outstanding voting stock of the corporation, or who owned such 15% at any time during the previous three years and presently holds the power to direct management or a position as director or officer of the corporation.
Filing a Delaware Certificate of Amendment is pretty straightforward. You simply need to identify which Article you're amending (for Domestic Corporations, you're amending the Fourth Article). Then, in the space provided, you need to rewrite that particular Article with the new number of shares you want to authorize.
This is a clear and straightforward process. Surrender your share certificate to the Corporation's transfer agent. Wait for the transfer agent to issue a certificate to a new shareholder, thereby transferring the shares. Waif for the transfer agent to cancel your old certificate.
Section 203 of the Delaware General Corporation Law, or DGCL, is a Delaware statute that prevents shareholders (along with their affiliates and associates) from engaging in a tender or exchange offer for a period of three years after buying more than 15 percent of the company's stock unless certain criteria are met.
Provided that the directors have the authority to allot shares, as determined by the company's Articles of Association, the Companies Act 2006 and any shareholder resolutions, a company can issue more shares.
The number of authorized shares can be increased by the shareholders of the company at annual shareholder meetings, provided a majority of the current shareholders vote for the change.
A corporation may, but shall not be required to, issue fractions of a share.
How to Make Stock AmendmentsHold an internal company meeting and have any changes approved by the company's appropriate authorities.Prepare a Certificate of Amendment for the Delaware Secretary of State's office.Have the document signed by an Authorized Officer of the company.File the certificate with the state.
Stockholder Approval Required to: Amend the Certificate of Incorporation. Enter into fundamental corporate transactions (sale of company, merger, sale of substantially all assets of corporation, etc.) Elect Directors (though vacant seats from departed directors can often be filled by Board)
Create the Certificate of Amendment for giving to the Secretary of State of Delaware. Add in the details including the new number of authorized shares, par value, and/or classes of stock in this Certificate. Get the authorized officer of the company to sign the document and file the certificate with the state.