Oregon 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

The Oregon Amendments to Certificate of Incorporation allow businesses to modify or update their existing certificate of incorporation in the state of Oregon. These amendments are crucial for any corporation seeking to make changes to their corporate structure, purpose, or other essential elements outlined in their original certificate. There are several types of amendments that a corporation may file in Oregon: 1. Name Change Amendment: This amendment is used when a corporation wishes to change its legal name. The company must provide the desired new name and any supporting documentation required by the Oregon Secretary of State. 2. Registered Agent Amendment: If a corporation wants to change its registered agent or the address of the registered agent, this amendment is required. The corporation must provide the new registered agent's name, address, and consent to act as the registered agent along with the necessary filing fee. 3. Capital Structure Amendment: When a corporation desires to alter its capital structure, such as increasing or decreasing authorized shares, modifying par value, or creating new classes of shares, this amendment is necessary. The corporation should provide detailed information about the proposed changes and any required resolutions or approvals. 4. Purpose Amendment: If a corporation wishes to revise its stated purpose in the certificate of incorporation, it must file a purpose amendment. The company needs to provide the updated purpose statement and any relevant supporting documentation. 5. Articles of Merger or Consolidation: If a corporation intends to merge or consolidate with another entity, it must file the appropriate amendment. This requires providing details of the merger or consolidation, including the names of the involved entities and the terms of the transaction. 6. Articles of Dissolution: When a corporation decides to dissolve and wind up its affairs, it must file an amendment to the certificate of incorporation called the articles of dissolution. This document outlines the dissolution process, including the appointment of a liquidator and the distribution of assets. To file any of these Oregon Amendments to Certificate of Incorporation, the corporation must complete the necessary forms as provided by the Oregon Secretary of State and pay the required filing fees. It is crucial to ensure accurate and complete information is provided to avoid any potential complications or delays in the amendment process.