Louisiana Resolution of Shareholders Changing Articles of Incorporation

State:
Louisiana
Control #:
LA-5277
Format:
Word; 
Rich Text
Instant download

Overview of this form

The Resolution of Shareholders Changing Articles of Incorporation is a legal document that amends the Articles of Incorporation of a corporation. This form specifically reflects changes in the corporation's officers, such as the election of a new Vice-President. It is essential for updating corporate governance records and maintaining compliance with Louisiana law (La. R.S. 12:31, et seq.). Unlike other corporate resolutions, this form focuses solely on amendments related to corporate officers.

Main sections of this form

  • Identification of the corporation.
  • Details of the removed and newly elected officers.
  • Certification by the Secretary of the corporation.
  • Documentation of shareholder voting results.
  • Amendment of specific articles in the Articles of Incorporation.
  • Notary acknowledgment for verification of execution.
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When to use this document

This form is necessary when a corporation in Louisiana needs to officially change its officers, particularly the Vice-President. It should be used in scenarios such as a board decision to remove an officer, the election of a new officer, or when restructuring the management team. Completing this form ensures that all changes are legally recognized and recorded with the state.

Who this form is for

This form is intended for:

  • Corporate secretaries looking to update officer records.
  • Corporation officers preparing to result in a change of leadership.
  • Shareholders involved in the governance of the corporation.
  • Legal representatives managing corporate compliance.

Steps to complete this form

  • Begin by entering the name of the corporation in the designated section.
  • Fill in the details of the current Vice-President being removed and the new Vice-President being elected.
  • Indicate the date and location of the special meeting where the resolution was adopted.
  • Have the Secretary of the corporation sign and certify the resolution.
  • Ensure that the notary acknowledgment is completed to validate the document.

Does this document require notarization?

To make this form legally binding, it must be notarized. Our online notarization service, powered by Notarize, lets you verify and sign documents remotely through an encrypted video session.

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Download a copy, print it, send it by email, or mail it via USPS—whatever works best for your next step.

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Sign and collect signatures with our SignNow integration. Send to multiple recipients, set reminders, and more. Go Premium to unlock E-Sign.

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If this form requires notarization, complete it online through a secure video call—no need to meet a notary in person or wait for an appointment.

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We protect your documents and personal data by following strict security and privacy standards.

Typical mistakes to avoid

  • Failing to obtain the necessary shareholder vote before completing the resolution.
  • Not providing accurate and complete names and addresses of officers.
  • Omitting the notary acknowledgment, which is crucial for the document's validity.
  • Inaccurate or incomplete details regarding the amendments made to the Articles of Incorporation.

Advantages of online completion

  • Convenience of downloading and completing the form at your own pace.
  • Editability allows for quick adjustments before submission.
  • Accessing attorney-drafted templates ensures legal compliance.
  • Reduced processing time compared to traditional methods.

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FAQ

Check your bylaws and state law. First, review your company's bylaws to see what steps you must take to change the articles. Have the board of directors vote on the proposed changes. Hold a shareholder vote, if necessary. Prepare and file an amendment form.

Depending on the state in which the business is incorporated, unanimous agreement from all the shareholders may be required to change the articles of incorporation. Most states have changed this older, common law rule, and now only require a majority of shareholders to agree to change the articles of incorporation.

For bylaws, however, while preserving the right of unilateral modification for the shareholders, corporate statutes allow directors to unilaterally amend the bylaws, either as a matter of default or when the shareholders grant such power through a provision in the charter.

Check your bylaws and state law. First, review your company's bylaws to see what steps you must take to change the articles. Have the board of directors vote on the proposed changes. Hold a shareholder vote, if necessary. Prepare and file an amendment form.

That the articles of incorporation or any amendment thereto is not substantially in accordance with the form prescribed herein; 2. That the purpose or purposes of the corporation are patently unconstitutional, illegal, immoral, or contrary to government rules and regulations; 3.

First, a proposal must be prepared and presented to the company board of directors. The board adopts a corporate resolution approving the proposal. If there are shareholders or members, they must vote on the change.

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Louisiana Resolution of Shareholders Changing Articles of Incorporation