New Jersey 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

Title: Understanding New Jersey Amendments to Certificate of Incorporation: A Comprehensive Guide Introduction: In the state of New Jersey, amendments to the certificate of incorporation allow businesses to modify their existing legal structure or make changes to previously filed documents. This article aims to provide a detailed description of New Jersey amendments to the certificate of incorporation, outlining their purpose, process, and different types. Keywords: New Jersey, amendments, certificate of incorporation, legal structure, modifications, process, types 1. Purpose of New Jersey Amendments: New Jersey amendments to the certificate of incorporation permit businesses to update and alter the information contained in their initial filing. These changes may include adjustments to the company's name, purpose, registered agent, principal address, authorized share capital, and other relevant provisions. 2. Process of Filing Amendments: Filing amendments to the certificate of incorporation in New Jersey involves several steps. These typically include: a. Board approval: The proposed changes must be approved by the company's board of directors or relevant decision-making body. b. Preparation of amendment certificate: A document stating the desired modifications, known as the amendment certificate, must be prepared. This includes the specific language of the amendment and a reference to the original certificate of incorporation. c. Filing with the Secretary of State: The completed amendment certificate, along with the necessary filing fee, must be submitted to the New Jersey Secretary of State's office. They will review the application for compliance with relevant regulations. d. Notarization: The amendment certificate must be notarized before submitting it for filing. e. Certificate of Amendment: Once the Secretary of State approves the amendment, a Certificate of Amendment is issued, officially documenting the changes made to the original certificate of incorporation. 3. Types of New Jersey Amendments: There are various types of amendments that businesses in New Jersey can make to their certificate of incorporation. Some common examples include: a. Name Change: Companies may choose to modify their legal name due to rebranding, mergers, acquisitions, or any other valid reason. This amendment replaces the existing name with the new one throughout the certificate of incorporation. b. Purpose Modification: If the business expands its operations or decides to operate in different industries, an amendment to the certificate of incorporation may be required to reflect the updated purpose effectively. c. Change in Authorized Shares: If a company wants to increase or decrease the number of authorized shares available for issuance, an amendment should be filed to reflect the alteration accurately. d. Registered Agent Change: Companies might need to update the name or address of their registered agent, who acts as the point of contact for legal matters. An amendment ensures accurate information is included. e. Address Change: If a business relocates its principal address, an amendment is necessary to update the registered address in the certificate of incorporation. Conclusion: New Jersey amendments to the certificate of incorporation provide a flexible mechanism for businesses to modify their legal structure or amend previously filed documents. By following the prescribed process, businesses can make changes to their name, purpose, authorized shares, registered agent, or principal address. Ensuring accurate and up-to-date information in the certificate of incorporation is crucial for regulatory compliance and maintaining a transparent corporate image.

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Sole Proprietorships and Partnerships should use Form REG-C-L, Sections A - F to report changes in tax/wage registration, and mail changes to the Division of Revenue, Client Registration Bureau, PO Box 252, Trenton, NJ 08646-0252.

The Department of the Treasury recommends directly filing amendments online, but also accepts mailed, faxed or uploaded copies of a Certificate of Amendment (Form L-102) or the Business Entity Amendment Filing (Form Reg-C-EA) included on page 38 of the New Jersey Business Registration Packet (NJ-Reg), both of which can ...

You can either file an amendment or include the changes in the annual report. Any changes in the operating address or registered office of your corporation have to be reported to the state. You can do this using an amendment or reflect the changes in the annual report.

When you need to update your New Jersey LLC's Certificate of Formation, you'll have to file an amendment with the New Jersey Department of the Treasury's Division of Revenue and Enterprise Services. There are multiple ways to amend your Certificate of Formation by mail or online, but every method requires a $100 fee.

You can change the address on your vehicle's registration online or in person at a New Jersey Motor Vehicle Commission office.

If you are changing the name or ownership of your business: The letter must be signed by an owner, principal, officer or director of the company. If applicable, submit a copy of your dissolution papers. ?Certificate of Amendment.? No fee is required.

Businesses: Use the Division of Revenue's On-Line Registration Change Service. Download the New Jersey Division of Taxation Change of Address Form. Upload the completed form together with a photo copy of a government-issued ID to the Tax Correspondence Manager.

The document required to form a corporation in New Jersey is called the Certificate of Incorporation. The information required in the formation document varies by state. New Jersey's requirements include: Officers. Officer names and addresses are not required to be listed in the Certificate of Incorporation.

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Resolved, that Article of the Certificate of Incorporation be amended to read as follows: 3. The number of shares outstanding at the time of the adoption of the ... The certificate of amendment filing fee is $75. If you file over-the-counter, there is an additional $15 fee for 8.5 business hour expedited service. If you fax ...Click the "Open the Central Forms Repository Home Page to start the Form Submission Process" button at the bottom of the form. (This action will launch the ... You can file your New Jersey Certificate of Amendment with the Secretary of State by mail or online through the New Jersey business amendments portal. Is a New ... This service allows you to file certain New Jersey Business Charter amendments online and receive a certificate that confirms your filing has been accepted and ... New Jersey corporations need to file the completed amendment form with the Division of Revenue. Submission by mail or in person requires 2 copies of the form ... If you have questions regarding filing your Business Amendment Filing, contact the Division of Revenue and Enterprise Services. Phone: 609-292-9292. Should I ... 3 days ago — Our guide covers amending an LLC formation document in New Jersey, which requires filing the necessary paperwork with the state authorities. The undersigned incorporator, for the purpose of amending the original Certificate of Incorporation, does hereby execute the following Certificate of Amendment, ... Read Section 15A:9-2 - Procedure to amend certificate of incorporation, N.J. Stat. § 15A:9-2, see flags on bad law, and search Casetext's comprehensive ...

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New Jersey Amendments to certificate of incorporation