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North Carolina Proposal to amend restated certificate of incorporation regarding increasing authorized number of shares of common stock

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This form is a document signifying approval of a proposal to file a restated certificate of incorporation in order to increase the authorized number of share of common stock for the corporation.
Certificate of Incorporation to Increase the
Authorized of Number of share of Common Stock

Title: Understanding North Carolina Proposal to Amend Restated Certificate of Incorporation Regarding Increasing Authorized Number of Shares of Common Stock Introduction: The North Carolina Proposal to amend the restated certificate of incorporation regarding increasing the authorized number of shares of common stock addresses the need for a company to increase the total number of shares available for issuance to meet its evolving business requirements. This article will outline the specifics of this proposal, highlighting its importance and certain types of amendments that companies may consider. I. Definition of North Carolina Proposal to Amend Restated Certificate of Incorporation Regarding Increasing Authorized Number of Shares of Common Stock: The North Carolina Proposal is a legal process through which a corporation based in North Carolina seeks authorization to increase the number of shares available for issuance, as defined in its restated certificate of incorporation. This proposal aims to provide flexibility for future capital raising, employee stock options, acquisitions, stock splits, mergers, and other business opportunities. II. Importance of Increasing Authorized Number of Shares of Common Stock: 1. Capital Raising: A company may require additional capital to support its growth plans, expand operations, or invest in research and development. Increasing the authorized number of shares allows the company to issue new shares to raise capital from existing and potential shareholders. 2. Employee Stock Options: Companies often grant stock options to attract and retain talented employees. By increasing the authorized number of shares, the company can offer stock options to employees without exhausting the existing share pool. 3. Acquisitions and Mergers: Engaging in acquisitions or mergers necessitates the issuance of additional shares to finance the transaction. Increasing the authorized number of shares allows companies to pursue such opportunities more effectively. 4. Stock Splits: Companies may choose to split their stock to increase liquidity and make shares more affordable for investors. Increasing the authorized shares facilitates stock splits to meet market demands. III. Types of Amendments to Consider: 1. General Increase: This amendment increases the overall authorized number of shares without any specific limitations. It provides flexibility for various purposes outlined above. 2. Specific Increase for a Purpose: Some companies may propose a limited amendment that authorizes additional shares for a specific purpose, such as financing a particular acquisition or capital-intensive project. 3. Incremental Increase: Companies may choose to incrementally increase the authorized number of shares over time. This approach allows for controlled growth while minimizing potential dilution. 4. Anti-Dilution Provisions: Some companies may include anti-dilution provisions in the amendment, which protect existing shareholders from excessive dilution as new shares are issued. Conclusion: The North Carolina Proposal to amend the restated certificate of incorporation regarding increasing the authorized number of shares of common stock is a significant step for a company seeking growth, flexibility, and capital-raising opportunities. By understanding the importance and various types of amendments associated with this proposal, corporations can make informed decisions that support their strategic goals.

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The Articles of Incorporation signed by the incorporator(s) must be submitted to the N.C. Department of the Secretary of State by mail or in person, along with a check, money order, or cash for the $125 filing fee required by law.

How Do You File a North Carolina Corporation Amendment? If you wish to amend your articles of incorporation, download the Articles of Amendment, B-02, and Business Corporation forms from the North Carolina secretary of state website, fill them in, and send to the corporations' department in person, by mail, or online.

To amend your North Carolina articles of incorporation, you just need to submit form B-02, Articles of Amendment, Business Corporation to the North Carolina Secretary of State, Corporations Division (SOS) by mail, in person, or online. A Coversheet for Corporate Filings is required for over the counter filings.

Definition of Corporation A corporation is a legal entity that is separate and distinct from its owners or stockholders. It is an artificial being, created operation of law, having the right of succession and the powers, attributes, and properties expressly authorized by law or incident to its existence.

Action without meeting. (a) Unless the articles of incorporation or bylaws provide otherwise, action required or permitted by this Chapter to be taken at a board of directors' meeting may be taken without a meeting if the action is taken by all members of the board.

Articles of Incorporation must be amended to alert the state to major changes. Changes that qualify for state notification include changes to: address. company name.

NON-AMENDABLE ITEMS Names of incorporators; Names of original subscribers to the capital stock of the corporation and their subscribed and paid up capital; Names of the original directors; Treasurer elected by the original subscribers; Members who contributed to the initial capital of the non?stock corporation; or.

North Carolina LLCs have to file the completed Limited Liability Company Amendment of Articles of Organization with the Corporations Division of the Secretary of State. You can submit by mail, online, or in person. If you file over-the-counter, you have to include a cover sheet for Corporate Filings.

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(1) "Articles of incorporation" include amended and restated articles of incorporation and articles of merger. (2) "Authorized shares" means the shares of all ... The undersigned corporation hereby submits these Articles of Restatement for the purpose of integrating into one document its original articles of incorporation ...Proposal 4A—Increase to Number of Authorized Shares. Description of the Amendment ... The number of authorized shares of any of the Common Stock may be increased ... Change each issued and unissued authorized share of the class into a greater number of whole shares of the class. b. Increase the number of authorized shares of ... Oct 1, 2023 — – Include amended and restated articles of incorporation and articles of merger. (2) "Authorized shares" means the Authorized shares. – The ... Authorized stock is the maximum number of shares that a corporation is legally permitted to issue, as specified in its articles of incorporation. OS1 = the number of shares of Common Stock outstanding immediately after the opening of business on the effective date of such share subdivision, split, or ... PROPOSAL 2—APPROVAL OF AMENDMENT TO RESTATED CERTIFICATE OF INCORPORATION TO INCREASE THE NUMBER OF AUTHORIZED SHARES. Our Restated Certificate of ... ... Regarding Redemption or Call of Class C Common Stock. The Restated Certificate of Incorporation specifically provides that shares of Class C Common Stock ... The number of authorized shares of Common Stock may be increased or ... the certificate or certificates for shares of Common Stock to be issued. If required ...

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North Carolina Proposal to amend restated certificate of incorporation regarding increasing authorized number of shares of common stock