Delaware Text of proposed amendment to certificate of incorporation
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How to fill out Text Of Proposed Amendment To Certificate Of Incorporation?
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FAQ
Under the new §242(d), a corporation is no longer required to conduct a meeting or solicit stockholder votes to amend its charter to (a) effectuate a forward stock split and (b) proportionately increase its authorized shares, so long as the applicable corporation has only one class of stock outstanding and it is not ...
To make amendments to your Delaware Stock Corporation, you submit the completed State of Delaware Certificate of Amendment of Certificate of Incorporation form to the Department of State by mail, fax or in person, along with the filing fee and the Filing Cover Memo. Non-stock corporations use a separate amendment form.
Appraisal Rights (Section 262) Subject to the ?market out? exception, Section 262 of the DGCL has been amended to provide appraisal rights to stockholders in connection with a transfer, domestication, or continuance of the corporation in a foreign jurisdiction pursuant to Section 390 of the DGCL.
§ 272. Mortgage or pledge of assets. (a) The authorization or consent of stockholders to the mortgage or pledge of a corporation's property and assets shall not be necessary, except to the extent that the certificate of incorporation otherwise provides.
Section 232 allows corporations to provide notice by electronic transmission. Section 232(a) has been amended to provide that notices under the DGCL or a certificate of incorporation or bylaw provision may be effectively given by email, unless a stockholder has notified the corporation of an objection to email notice.
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 272 has been amended to establish a narrow ?insolvency exception? to the stockholder approval required under Section 271 of the DGCL when a corporation positions itself to sell all or substantially all of its assets.