Michigan 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 Michigan Amendments to Certificate of Incorporation refer to legal changes made to the articles of incorporation of a corporation registered in the state of Michigan. These amendments are typically filed with the Michigan Department of Licensing and Regulatory Affairs (LARA) to reflect alterations or modifications to the corporation's original filing. The most common types of Michigan Amendments to Certificate of Incorporation include: 1. Name Change: In case a corporation wishes to change its name, a Certificate of Amendment must be filed with LARA. This amendment details the old and new names of the corporation and provides the necessary explanation for the name change. 2. Registered Office/Mailing Address Change: If there is a change in the registered office or mailing address of a corporation, a Certificate of Amendment is required to be filed. The amendment outlines the old and new addresses and ensures accuracy in public records. 3. Authorized Share Increase/Decrease: When a corporation wants to increase or decrease the number of authorized shares it can issue, it must file a Certificate of Amendment. This document specifies the new number of authorized shares, adjusting the corporation's capital structure. 4. Capital Structure Changes: Amendments to the certificate of incorporation can address modifications related to the capital structure of the corporation, including changes to the par value of shares or the creation of different classes of stock. 5. Purpose Statement Changes: If a corporation wants to alter or expand its purpose statement, it must file a Certificate of Amendment. This amendment details the changes to the corporation's stated purposes, providing a clear understanding of its objectives. 6. Director/Officer Changes: Amendments to the certificate of incorporation can also include changes in the names or positions of directors or officers of the corporation. This helps ensure accurate representation of the leadership structure. Overall, Michigan Amendments to Certificate of Incorporation are legal documents that allow registered corporations in the state to modify various aspects of their original filing. These amendments enable businesses to adapt to changing circumstances, maintain compliance with state regulations, and ensure accurate public records.