Georgia Amendments to certificate of incorporation

• Category: Corporations - Public - Limited Partnerships
• State: Multi-State
• Control #: US-CC-10-173
• Format: Word; Rich Text

Description

10-173 10-173 . . . Amendment of Articles of Incorporation to provide that corporation be governed by Section 203 of Delaware General Corporation Law, (b) increase number of stockholders required to call special stockholder's meeting from 15% of outstanding shares to a majority, (c) require that stockholders may take action only at a meeting of stockholders, (d) provide that Board of Directors shall have power to fill interim vacancies on Board, (e) provide that stock issuances resulting in a person holding more than 5% of voting power of corporation may be made without stockholder approval, but only if (i) issuance or sale is to a person not affiliated with corporation and (ii) issuance or sale is approved by majority of Non-employee Directors, (f) give Board authority to enter into severance arrangements that are contingent upon a change of control, merger or acquisition of corporation only if (i) such arrangement is approved by majority of Non-employee Directors and (ii) payments to any individual pursuant to such arrangement are limited to maximum amount which does not result in "excess parachute payments" under Section 280G of Internal Revenue Code of 1986, and (g) change stockholder approval requirement for certain amendments of Articles of Incorporation from 75% of outstanding shares to majority of outstanding shares

The Georgia Amendments to Certificate of Incorporation are legal documents that allow registered business entities in the state of Georgia to make changes to their original Certificate of Incorporation. These amendments modify or update certain provisions or information outlined in the original document. Understanding these amendments is crucial for businesses operating in Georgia, as they may need to adapt to changing circumstances or meet specific legal requirements. There are several types of Georgia Amendments to Certificate of Incorporation that a business entity may consider, depending on their specific needs: 1. Name Change: This amendment is filed when a business wants to change its name officially. It requires providing the old name and the desired new name, along with an explanation for the change. 2. Registered Agent Change: A business may need to amend its Certificate of Incorporation to change its registered agent. The registered agent acts as the official point of contact, responsible for receiving legal documents and other important communications on behalf of the business. 3. Principal Office Address Change: If a business changes its primary office location, an amendment is required to update the Certificate of Incorporation accordingly. The amendment must provide both the old and new addresses. 4. Authorized Shares Change: Businesses that wish to increase or decrease the number of authorized shares can file this amendment. It outlines the new number of shares and requires approval from the board of directors and shareholders. 5. Par Value Change: The par value of shares represents their nominal value stated in the Certificate of Incorporation. If a business intends to change this value, an amendment must be filed to reflect the new par value. 6. Amendment of Articles: This type of amendment allows businesses to modify any other provision or information mentioned in the original Certificate of Incorporation. It can cover a wide range of changes, such as purpose, duration, shareholder rights, or directorship requirements. To initiate any of these Georgia Amendments to Certificate of Incorporation, businesses must complete the necessary forms provided by the Georgia Secretary of State. The amendments are then submitted along with the appropriate filing fees. It is crucial to adhere to the specific requirements outlined by the Secretary of State to ensure a successful filing. By staying informed about the various types of Georgia Amendments to Certificate of Incorporation and their respective processes, businesses can ensure compliance, accurately reflect any changes in their legal documentation, and maintain smooth operations within the state.