Massachusetts 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

Massachusetts Amendments to Certificate of Incorporation play a crucial role in modifying and updating the foundational document of a corporation formed in the state of Massachusetts. These amendments allow businesses to adapt and evolve, meeting the changing needs of the company and its stakeholders. Understanding the various types of Massachusetts Amendments to the Certificate of Incorporation is essential for corporate governance and compliance. 1. Purpose Amendment: A Purpose Amendment focuses on altering the primary objective or mission of the corporation as stated in its original certificate of incorporation. This change may address broadening or narrowing the scope of the business activities, specifying the industries served, or adding new areas of operations. 2. Capital Amendment: A Capital Amendment focuses on modifying the capital structure of the corporation, such as increasing the authorized capital stock, issuing new classes of shares, or changing the par value of existing shares. These amendments are often pursued to raise additional funds, facilitate acquisitions, or alter the rights and preferences associated with different classes of shares. 3. Name Amendment: A Name Amendment allows a corporation to change its legal name officially. This amendment is relevant if the corporation decides to rebrand, adopt a new trade name, or update its name due to a merger or acquisition. 4. Registered Agent or Office Amendment: This type of amendment involves changing the agent or office address responsible for receiving legal notifications or service of process on behalf of the corporation. Corporations may desire to modify this information if they relocate their primary business address or change their registered agent. 5. Officer or Director Amendment: An Officer or Director Amendment reflects changes in the corporation's leadership structure. This may involve amending articles related to the powers, responsibilities, or qualifications of officers and directors or updating their names and contact information. 6. Amendment to Add or Update Provisions: This type of amendment aims to introduce new provisions or modify existing ones in the certificate of incorporation. These provisions may relate to the governance structure, shareholder rights, bylaws, voting requirements, or any other aspect deemed necessary for the corporation's operation and compliance. 7. Merger or Consolidation Amendment: If a corporation decides to merge or consolidate with another entity, it requires amending its certificate of incorporation accordingly. This amendment reflects the combination or restructuring of the corporations involved, including changes in the authorized shares, board composition, and governance structure. Corporations in Massachusetts must comply with specific legal provisions and filing requirements when pursuing any amendments to their certificate of incorporation. These amendments may require board approval, shareholder consent, and filing the appropriate documents with the Massachusetts Secretary of the Commonwealth, ensuring full compliance with state regulations governing corporate entities.