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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 ...
The number of authorized shares of any such class or classes of stock may be increased or decreased (but not below the number of shares thereof then outstanding) by the affirmative vote of the holders of a majority of the stock of the corporation entitled to vote irrespective of this subsection, if so provided in the ...
To complete a business name change in Delaware, you'll need to file a Certificate of Amendment for an LLC or Certificate of Amendment of Certificate of Incorporation for a corporation.
What do I include in the Delaware Certificate of Amendment? Business name: Provide the exact name of your Delaware LLC. Amendments: Enter all relevant updates/changes in the box provided. Signature: Sign the form, and print the name of the person filing the amendment. ... Fees: Include a payment for $200.
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.
The amendments to Section 242(d)(2) of the DGCL modify the voting requirement to a majority of votes cast rather than a majority of the shares outstanding for reverse stock splits and for amendments to certificates of incorporation to increase or decrease to the number of shares of a class of stock.
Under Delaware law, any changes to the certificate of incorporation must be agreed to by a majority of shareholders. Companies must call a meeting of the board of directors and open a discussion about the proposed change.