Minnesota 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 Minnesota Amendments to Certificate of Incorporation are legal changes made to a company's official documents filed with the Minnesota Secretary of State. These amendments serve to modify certain provisions or information contained within the original certificate of incorporation. One key type of amendment is the "Name Change Amendment." This amendment is required when a corporation wishes to change its legal name as it appears on official records. Whether due to rebranding, merger/acquisition, or other reasons, companies must file this amendment to update their records and ensure accurate identification in legal matters. Another type of amendment is the "Capital Stock Amendment." This amendment is necessary when a corporation wants to modify the details concerning its authorized capital stock. It may involve changing the par value of shares or increasing/decreasing the number of authorized shares. By filing this amendment, businesses can adjust their capital structure to accommodate new investment opportunities or align with their financial goals. Additionally, the "Registered Agent Amendment" is a crucial type of amendment. This involves updating the registered agent information, including their name, address, and contact details. The registered agent is the individual or entity responsible for accepting legal documents, such as lawsuits or official government notices, on behalf of the corporation. Keeping this information up-to-date ensures that important communications are properly received and processed. Furthermore, the "Purpose Amendment" allows corporations to modify or expand their originally stated purpose or objectives. This amendment is relevant if a company intends to engage in different business activities or expand its scope beyond what was initially specified in the certificate of incorporation. Lastly, the "Amendment to Director/Officer Information" is crucial for updating the details of directors and officers of a corporation. This amendment is filed when there are changes in the names, addresses, or positions of these individuals. It ensures that accurate leadership information is available to the public and regulatory bodies. To initiate any of these Minnesota Amendments to Certificate of Incorporation, companies must comply with the regulations and procedures outlined by the Minnesota Secretary of State. This typically involves submitting the required forms, paying the appropriate filing fees, and adhering to any specific guidelines provided by the state. By completing these amendments accurately and promptly, businesses can ensure the legality and transparency of their corporate operations.