North Carolina 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

North Carolina Amendments to Certificate of Incorporation: A Detailed Description In the state of North Carolina, the Certificate of Incorporation is a vital legal document required for forming a corporation. However, as circumstances change or business needs evolve, it may become necessary for a corporation to amend its Certificate of Incorporation. This comprehensive description aims to explore various aspects of the North Carolina Amendments to the Certificate of Incorporation, encompassing relevant information and associated keywords. 1. Process of Amendments: The process of amending a Certificate of Incorporation in North Carolina involves filing certain legal documents with the Secretary of State. These documents outline the desired changes to the original Certificate and provide adequate information about the corporation, the amendment itself, and any affected provisions. 2. Relevant Keywords: — Certificate of Incorporation: The initial document filed with the state's Secretary of State when a corporation is formed, outlining its purpose, organizational structure, and other key details. — Amendment: A formal alteration or modification made to the original Certificate of Incorporation. — Corporation: A legally recognized entity formed by individuals or entities to conduct business activities. — Secretary of State: The government office responsible for maintaining corporate records and overseeing business-related matters in North Carolina. — Legal Compliance: Ensuring the amendment adheres to all state laws, regulations, and filing requirements. — Shareholders: Individuals or entities who own shares or stocks in a corporation and may require involvement in the amendment process depending on the nature of the changes. — Board of Directors: A governing body elected by shareholders to oversee the corporation's affairs and potentially involved in approving certain amendments. — Effective Date: The date on which the approved amendment becomes legally effective. Types of Amendments: North Carolina offers several types of amendments to the Certificate of Incorporation. The specific type(s) of amendment(s) required will depend on the corporation's needs and the desired changes. Some common types include: 1. Name Change Amendment: Altering the corporation's name as stated in the Certificate of Incorporation. 2. Purpose Amendment: Modifying the original purpose or expanding it to include additional business activities or services. 3. Capital Structure Amendment: Making changes to the corporation's authorized capital stock, such as increasing or decreasing the number of authorized shares or altering voting rights. 4. Registered Agent Amendment: Updating the registered agent's name or address to receive legal and official documents on behalf of the corporation. 5. Registered Office Amendment: Changing the physical location where the corporation maintains its records and conducts business activities. 6. Director Amendment: Modifying the composition, qualifications, or responsibilities of the corporation's board of directors. 7. Officer Amendment: Updating the titles, roles, or responsibilities of the corporation's officers, such as CEO, CFO, or President. 8. Article Amendments: Making changes to various articles within the Certificate of Incorporation, such as bylaws, restrictions, or other provisions previously approved. Each type of amendment may involve different processes, requirements, and fees, making it crucial for corporations to carefully review and understand the specific amendments they intend to make. In conclusion, the North Carolina Amendments to Certificate of Incorporation are necessary for corporations to adapt to changing circumstances while complying with legal obligations and maintaining accuracy in their corporate records. Corporations may pursue various types of amendments based on their evolving needs and the desired modifications, all of which are processed through the state's Secretary of State office. Meticulous attention to detail, meticulousness, and adherence to processes are crucial to ensure the amendment process is successfully completed.