Hawaii 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

Hawaii Amendments to Certificate of Incorporation: Understanding the Process and Types In Hawaii, the amendments to a certificate of incorporation refer to the changes made to the initial document that established a corporation. These amendments are necessary when a corporation needs to modify its existing structure, purpose, or rights. They serve as a way for corporations to adapt to new circumstances, respond to market changes, or address any unforeseen issues that may arise. The process of amending a certificate of incorporation in Hawaii involves several steps. First, the corporation's board of directors must propose the amendment and pass a resolution. This resolution outlines the specific changes to be made, such as altering the corporate name, increasing or decreasing the number of authorized shares, or amending any other provisions originally set forth in the certificate of incorporation. Once the resolution is passed, a meeting of the corporation's shareholders must be called to vote on the proposed amendment. The shareholders can vote either in person or through written consent. In Hawaii, unless the certificate of incorporation or bylaws state otherwise, a majority vote of shareholders is generally required to approve the amendment. After the shareholder approval is obtained, the corporation must file the amendment with the Hawaii Department of Commerce and Consumer Affairs (CCA). The filing requires submitting the necessary forms, such as Articles of Amendment, along with the filing fee. The CCA then reviews the amendment to ensure compliance with state laws and regulations. Hawaii recognizes various types of amendments to a certificate of incorporation. Some common types include: 1. Name Change Amendment: This type of amendment allows a corporation to modify its legal name. A name change may be necessary to reflect a rebranding effort, merger, or change in business focus. 2. Share Increase or Decrease Amendment: Corporations may need to adjust the number of authorized shares as their capital requirements change or in preparation for a stock issuance. 3. Registered Agent or Office Amendment: A corporation may update its registered agent or registered office address through this amendment. A registered agent is the individual or entity designated to receive official legal and tax documents on behalf of the corporation. 4. Purpose Amendment: If a corporation wishes to expand or narrow the scope of its business activities, it can do so by amending the purpose clause of the certificate of incorporation. 5. Director or Officer Amendment: This type of amendment allows changes to the composition of a corporation's board of directors or officer positions. It may involve adding or removing directors/officers or modifying their roles within the organization. It is important for corporations in Hawaii to comply with the state's legal requirements and follow the correct procedures when amending their certificate of incorporation. Seeking legal advice or guidance from a corporate attorney is advisable to ensure the accuracy and completeness of the amendment filing.