Oklahoma 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

Oklahoma Amendments to Certificate of Incorporation refer to the legal changes made to the original document that establishes a corporation as a legal entity within the state of Oklahoma. These amendments are required when changes are proposed in the corporation's structure, purpose, or other essential details, and they must comply with the laws and regulations set forth by the Oklahoma Secretary of State. There are several types of amendments that can be made to a certificate of incorporation in Oklahoma, depending on the nature and scope of the changes needed. Some common types include: 1. Name Change Amendment: This type of amendment is required when a corporation wishes to alter its legal name. It involves updating the name of the corporation across all legal and official documents, including the Certificate of Incorporation. 2. Authorized Shares Amendment: An authorized shares' amendment allows a corporation to change the number of authorized shares or the classes and par values of its shares. This alteration can affect the corporation's ownership structure and the ability to issue new shares. 3. Registered Agent Amendment: A registered agent amendment is necessary when there is a change in the registered agent's details, such as their name, address, or contact information. The registered agent serves as the corporation's official representative for accepting legal documents and notifications. 4. Registered Office Amendment: If the corporation's registered office address changes, an amendment is required to update this information in the certificate of incorporation. The registered office is the location where legal documents and official communications are delivered. 5. Articles of Amendment: This type of amendment is used for other changes that are not covered by the previous types. It can include modifications to the corporation's purpose, duration, directors' powers, or other provisions as desired. In order to file an amendment to the certificate of incorporation, certain steps must be followed. These include preparing a written amendment document that clearly states the desired changes, obtaining the approval of the corporation's board of directors and shareholders (if needed), completing the appropriate forms provided by the Oklahoma Secretary of State, and paying any necessary filing fees. It is important to note that while certain amendments may only require board approval, others might need shareholder consent and compliance with specific regulations outlined under the Oklahoma General Corporation Act. By adhering to the required guidelines and providing accurate and complete information, corporations in Oklahoma can successfully file amendments to their certificate of incorporation, ensuring that their legal status is updated and reflecting any necessary modifications.