Missouri 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

Missouri Amendments to Certificate of Incorporation: A Detailed Description In the state of Missouri, a certificate of incorporation is a legal document that establishes a corporation and outlines its basic structure and purpose. However, as businesses evolve and grow, the needs and goals of the corporation may change, requiring certain modifications to be made to the original certificate of incorporation. These modifications are referred to as Missouri Amendments to the Certificate of Incorporation. The Missouri Amendments to the Certificate of Incorporation enable corporations to make changes to various aspects of their structure, such as their name, purpose, duration, registered agent, registered office address, capital stock, and more. These amendments allow corporations to adapt to the ever-changing business landscape and ensure compliance with regulatory requirements. There are several types of Missouri Amendments to the Certificate of Incorporation that a corporation can pursue, depending on the specific changes it wishes to make. Some common types of amendments include: 1. Name Change Amendment: If a corporation wishes to alter its legal name, this type of amendment allows the necessary modifications to be made to the original certificate of incorporation. 2. Purpose Amendment: Should a corporation decide to expand or narrow its business ventures, a purpose amendment enables the modification of the original statement of purpose as stated in the certificate of incorporation. 3. Registered Agent and Office Amendment: To update or change the corporation's registered agent or registered office address, this amendment allows the necessary modifications to be documented and legally recognized. 4. Capital Stock Amendment: Should a corporation wish to increase or decrease its authorized capital stock, this amendment provides the mechanism to implement the necessary changes. 5. Duration Amendment: If a corporation initially had a specific duration (e.g., 25 years) but wishes to extend or shorten it, a duration amendment allows for the required adjustment. 6. Miscellaneous Amendments: This broad category covers a range of possible modifications, such as changes to specific provisions, board structure, share transfer restrictions, or any other alterations not covered by the aforementioned types. When pursuing a Missouri amendment to the certificate of incorporation, it is crucial for corporations to follow the state's legal requirements and procedures. Generally, this involves filing the appropriate forms, paying the required fees, and obtaining the necessary approvals from the board of directors and shareholders. It is advisable to consult with legal professionals or business advisors to ensure compliance with all applicable laws and regulations. In conclusion, Missouri Amendments to the Certificate of Incorporation provide corporations with the flexibility to adapt and update their founding documents as business needs evolve. Whether it be a name change, purpose modification, alteration to capital stock, or any other adjustment, these amendments ensure that corporations in Missouri remain compliant and properly aligned with their current objectives.