North Dakota Amendments to certificate of incorporation

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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 Dakota Amendments to Certificate of Incorporation play a crucial role in altering or updating the existing provisions of a corporation's certificate. This legal process is initiated when a corporation needs to modify its purpose, structure, or other provisions outlined in its initial certificate of incorporation. These amendments require a formal filing with the North Dakota Secretary of State's office. There are several types of North Dakota Amendments to Certificate of Incorporation that a corporation can undertake: 1. Amendment to Change Corporate Name: A corporation may choose to change its name through this type of amendment. This can occur for various reasons, including rebranding, market positioning, or to align with the company's new vision or direction. 2. Amendment to Change Registered Agent: Corporations can modify their registered agent in North Dakota through this amendment. A registered agent is an individual or entity designated to receive legal documents and notices on behalf of the corporation. Changing the registered agent often occurs when switching to a different service provider or to update the agent's contact information. 3. Amendment to Modify Share Structure: Corporations may need to adjust their share structure, such as increasing or decreasing the authorized number of shares or changing the par value. This type of amendment ensures that the corporation's capitalization aligns with its current financial needs or future growth plans. 4. Amendment to Update Corporation Purpose: As a corporation evolves or diversifies its activities, it may require amending its purpose clause. This amendment allows the corporation to modify its primary business objectives, expansions into other industries, or adoption of additional lines of business. 5. Amendment to Change Incorporates or Directors: Corporations might need to alter the original list of incorporates or directors responsible for the management and governance of the corporation. This change can occur due to resignations, retirements, or when new individuals are appointed to key positions. 6. Amendment to Update Bylaws: Bylaws act as internal rules governing a corporation's operations, including procedures for meetings, elections, and decision-making processes. Corporations may amend their bylaws to reflect changes in corporate governance practices or regulatory requirements. To execute any of these North Dakota Amendments to Certificate of Incorporation, corporations must prepare and submit the appropriate forms, pay the necessary fees, and adhere to the state's guidelines and deadlines. It is advisable to consult legal professionals experienced in corporate law to ensure compliance with all legal provisions and accurate execution of amendments.

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If you want to change the name of your North Dakota LLC, you have to go through the legal process that North Dakota implements. Submit an amendment to the Secretary of State to let them know about your plan to change the company name. Then, update the name of your company on all legal records with the government.

Less... Hold a Board of Directors meeting and record a resolution to Dissolve the North Dakota Corporation. ... Hold a Shareholder meeting to approve Dissolution of the North Dakota Corporation. ... File a Intent to Dissolve with the ND Secretary of State. ... File all required Annual Reports with the North Dakota Secretary of State.

The process of amending a corporation's articles is typically done through a special resolution. This can be achieved by a resolution approved by no less than two-thirds of the votes cast at a meeting of shareholders, or by a written resolution signed by all eligible shareholders.

File the appropriate dissolution, surrender, or cancellation SOS form(s) within 12 months of filing your final tax return.

To comply with corporation formalities, the board of directors should draft and approve the resolution to dissolve. Shareholders then vote on the director-approved resolution. Both actions should be documented and placed in the corporate record book.

Steps to dissolving a corporation or obtaining a corporate dissolution Call a board meeting. ... File a certificate of dissolution with the Secretary of State. ... Notify the Internal Revenue Service (IRS) ... Close accounts and credit lines, cancel licenses, etc.

How do you dissolve a North Dakota corporation? If your corporation has never issued any shares, been paid for shares, or incurred debt, then you can file the Articles of Dissolution by Incorporators. Otherwise, you must first file the Corporation Intent to Dissolve form with the North Dakota Secretary of State (SOS).

An amendment to your corporation's Articles of Incorporation is filed when you need to update, add to, or otherwise change the original content of your articles. Amendments are important corporate filings as they are required to modify essential corporate information, such as changes to stock information.

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To amend your domestic North Dakota Corporation, complete the Corporation Articles of Amendment form and file it with the North Dakota Secretary of State (SOS). Instead, complete and attach the Trade Name Registration and fee of $25 for each assumed name. Obtain the form from the Secretary of State's website at sos.nd.The total fee is $50. Corporation. Domestic corporations in North Dakota have to file the Corporation Articles of Amendment form with the Secretary of State. Free guide, filing instructions, and forms to file an amendment for LLC certificate of organization with the North Dakota Secretary of State. All forms of corporations must file Articles of Amendment in North Dakota. ... Typically, an officer of the corporation must file the Articles of Amendment. An original of the articles of amendment must be filed with the secretary of state. If the secretary of state finds that the articles of amendment conform to ... We prepare and file articles of amendment on your behalf, expedite your ... Click on a link below for information on how to file an amendment in another state. FILING FEES: $20. Additional fees may be required. If the corporation amends its corporate name to a name that is the same as or deceptively similar to. You can file your North Dakota Articles of Amendment with the Secretary of State through the online FirstStop portal. However, the Articles of Amendment can't ... The amendment to the Articles of Incorporation / or the information required by SDCL 47-1A-120.2 is: The application must be signed by an authorized officer of ...

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North Dakota Amendments to certificate of incorporation