Nebraska 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

Nebraska Amendments to Certificate of Incorporation: A Detailed Description In Nebraska, the process of amending a certificate of incorporation is crucial for businesses seeking to update or modify important information pertaining to their corporate structure. These amendments serve as legal documents that reflect any changes, additions, or deletions made to the initial certificate of incorporation filed with the Nebraska Secretary of State. By complying with the Nebraska Revised Statutes, businesses can ensure their amendments are properly executed and accepted. The Nebraska Revised Statutes provide comprehensive guidelines on the amendments to the certificate of incorporation. These statutes outline the specific requirements, procedures, and different types of amendments that businesses may pursue. Some of the most common types of Nebraska amendments to the certificate of incorporation include: 1. Name Change: Businesses wanting to alter their legal name can do so through a name change amendment. By filing the appropriate forms and paying the necessary fees, an organization can update its name, reflecting any rebranding efforts or changes in business strategy. 2. Registered Agent Change: The appointment of a registered agent is a crucial component of a corporation's compliance in Nebraska. If the information related to the registered agent, such as name, address, or contact details, needs to be modified, an amendment must be filed to update these particulars. 3. Increase or Decrease in Authorized Shares: To accommodate changes in ownership structure, businesses may amend their certificate of incorporation to increase or decrease the number of authorized shares. This amendment helps facilitate stock issuance or modifications to the ownership percentages held by shareholders. 4. Change in Par Value: Corporations seeking to modify the par value of their stock can do so through an amendment. This change may be necessary to align with market trends, adjust valuation, or address financial considerations within the organization. 5. Alteration of Purpose: If a company wishes to expand or limit its activities beyond what was initially stated in the certificate of incorporation, an amendment is required to reflect such changes in the purpose clause. This amendment helps ensure that a corporation can legally engage in new business endeavors or restrict activities as needed. 6. Amendment to Directors' or Officers' Details: When there is a need to update the information of the directors or officers listed in the certificate of incorporation, an amendment must be filed. This ensures accurate and up-to-date information is available to shareholders, regulators, and the public. It is essential to note that the process of amending the certificate of incorporation in Nebraska involves specific steps and requirements. These typically include drafting the amendment document, obtaining necessary internal approvals, and submitting the amendment, along with the required filing fees, to the Nebraska Secretary of State. By adhering to the relevant Nebraska laws and regulations, businesses can effectively navigate the process of amending their certificate of incorporation. Ultimately, these amendments enable companies to adapt to changing market conditions, restructuring needs, or any other essential modifications required to maintain compliance and operational efficiency.