New York 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

New York Amendments to Certificate of Incorporation are legal actions taken to modify the original document that establishes a corporation in the state of New York. These amendments are crucial as they adjust and update various aspects of the company's structure, purpose, and operations. The New York State Department of State oversees the process, ensuring compliance with the state's laws and regulations. There are several types of New York Amendments to Certificate of Incorporation that a corporation may consider based on its specific needs and circumstances. Some common types include: 1. Name Change Amendment: Companies sometimes seek to change their legal name due to rebranding efforts or mergers with other entities. This type of amendment ensures that the corporation's name is accurately reflected in the certificate. 2. Address Change Amendment: If the company's primary office location or registered agent's address changes, this amendment is necessary to update the Certificate of Incorporation accordingly. 3. Share Structure Amendment: Corporations may wish to modify the authorized number of shares or their par value. This amendment allows for adjustments to the company's capital structure and shareholder rights. 4. Purpose Amendment: When a corporation decides to expand or alter its business activities beyond what was initially stated in the Certificate of Incorporation, a purpose amendment is required. This ensures that the company's objectives align with its current or anticipated operations. 5. Director/Officer Amendment: This amendment is necessary to reflect changes in the corporation's board of directors or officers. It updates the Certificate of Incorporation to accurately reflect the individuals responsible for governing and managing the company. 6. Merger or Consolidation Amendment: In the event of a merger or consolidation with another company, this amendment is crucial to reflect the new entity resulting from the transaction. It outlines the details of the merger or consolidation, including the names of the merged companies and the provisions governing the new entity. New York Amendments to Certificate of Incorporation require filing appropriate documentation with the New York State Department of State. The process typically involves preparing a certificate of amendment, paying the required filing fees, and submitting the documents to the appropriate state authorities. It is crucial to ensure compliance with all legal requirements to ensure the amendments are valid and legally effective. Please note that the information provided above is a general overview and should not be considered legal advice. It is advisable to consult with an attorney or legal professional knowledgeable in New York corporate law to navigate the specific requirements and implications of any amendments to a Certificate of Incorporation.