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
Maryland Amendments to certificate of incorporation
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An LLC name change in Maryland costs $100. This is the filing fee for the Articles of Amendment, the official form used to change your Maryland LLC name. If you file your name change online (for next-day approval time), it costs $150 for the expedited filing.
How to Amend Articles of Incorporation Review the bylaws of the corporation. ... A board of directors meeting must be scheduled. ... Write the proposed changes. ... Confirm that the board meeting has enough members attending to have a quorum so the amendment can be voted on. Propose the amendment during the board meeting.
File Articles of Organization ? Conversion (Form LLC-1A (PDF)) online at bizfileOnline.sos.ca.gov, by mail, or in person. The filing fee is $150 if a California Corp is involved; and $70 for all others.
Do you need a new EIN when converting LLC to C Corp? It depends on the type and method of conversion used. If a new corporation was formed due to a statutory merger, the corporation would need to apply for a new EIN.
Maryland LLCs that want to file amendments have to file a completed Articles of Amendment form with the State Department of Assessments and Taxation. You can do this by mail, fax, or in person. You can use the fillable form or draft your own. However, the state only accepts typed documents.
It is possible to change a limited liability company (LLC) to a corporation, and it's a simple process in many states. But if you only want to become a corporation for its tax advantages, you can also remain an LLC and elect to be to be taxed as an S-Corporation.
File form to apply for S corp status The IRS requires that you complete and file your Form 2553: Within 75 days of the formation of your LLC or C corporation, or no more than 75 days after the beginning of the tax year in which the election is to take effect.
Maryland law has no provisions for entity conversion from LLC to corporation or from corporation to LLC. The only solution would be to dissolve the original company and form a new one.