South Dakota Proposal to amend certificate to reduce par value, increase authorized common stock and reverse stock split with Exhibit

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US-CC-3-213F
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This sample form, a detailed Proposal to Amend Certificate to Reduce Par Value, Increase Authorized Common Stock and Reverse Stock Split w/Exhibit document, is a model for use in corporate matters. The language is easily adapted to fit your specific circumstances. Available in several standard formats.

Title: South Dakota Proposal to Amend Certificate to Reduce Par Value, Increase Authorized Common Stock, and Reverse Stock Split with Exhibit Introduction: The South Dakota Proposal to Amend Certificate aims to bring significant changes to a company's stock structure and capitalization. This comprehensive proposal includes reducing the par value, increasing authorized common stock, and implementing a reverse stock split. The proposal offers several benefits and opportunities to both the company and its shareholders. Below, we will delve into the details of each component and explore their implications. 1. Reducing Par Value: The proposed amendment to reduce par value involves decreasing the nominal value assigned to each share of stock. By doing so, the company seeks to align the stock's nominal value with its market value, enhancing flexibility and boosting marketability. This adjustment can foster increased investor interest and expand potential shareholder base. 2. Increasing Authorized Common Stock: Increasing the authorized common stock allows the company to offer a larger number of shares without requiring a new amendment each time. This expansion indicates the company's intention to raise additional capital, potentially financing new projects, acquisitions, or expanding operations. It also provides an opportunity for existing shareholders to maintain or increase their ownership percentage. 3. Implementing a Reverse Stock Split: A reverse stock split is a process where the company reduces the total number of outstanding shares while simultaneously increasing the stock's par value. For example, a 1-for-5 reverse stock split would consolidate five existing shares into one share with a higher par value. The primary objective of this action is to bolster shareholder confidence, as the reduced number of outstanding shares can enhance the stock's perceived value and market perception. By reducing the number of outstanding shares, the company can maintain compliance with certain listing requirements or optimize share prices for potential institutional investors. The Exhibit: The proposal includes an exhibit that provides a comprehensive overview of the proposed changes. It typically consists of detailed financial statements, supporting documents, shareholder correspondence, legal language, and any other relevant information required to help shareholders make informed decisions. The exhibit serves as a crucial component of the proposal, aiding in the understanding of the company's financial position and offering transparency. Types of South Dakota Proposals to Amend Certificate: While the proposal outlined above covers various aspects related to amending the certificate, it is essential to note that the specific details may vary based on the company's requirements. Some potential variations in these proposals include different levels of reduction in par value, varying increments for an increase in authorized common stock, or alternative ratios for a reverse stock split. It is essential to review each individual proposal to understand its unique characteristics. Conclusion: The South Dakota Proposal to Amend Certificate to Reduce Par Value, Increase Authorized Common Stock, and Implement a Reverse Stock Split with Exhibit signifies a significant adjustment to a company's capital structure with the aim of increasing marketability, attracting potential investors, and raising additional capital. The proposal, tailored to individual company requirements, empowers shareholders to make informed decisions about the company's future trajectory. Careful consideration of the exhibit and each proposed amendment is critical in evaluating the potential benefits to both the company and its stakeholders.

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How to fill out South Dakota Proposal To Amend Certificate To Reduce Par Value, Increase Authorized Common Stock And Reverse Stock Split With Exhibit?

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FAQ

If you already have par value and you want to raise or lower it, things are a bit more complicated. Typically, you can't just make an amendment saying you now have a new par value. Instead, the most common way that corporations change their par value is with a stock split (or reverse stock split).

The number of outstanding shares of Common Stock will be decreased as a result of a Reverse Stock Split, but the number of authorized shares of Common Stock will not be so decreased.

The negative connotation associated with such an act is often self-defeating as the stock is subject to renewed selling pressure. Reverse stock splits are proposed by company management and are subject to consent from the shareholders through their voting rights.

Will the reverse stock split change the par value of the share? Yes, the par value of each share will be increased proportionally to the exchange ratio, i.e. it will be multiplied by 20.

Management of a company might decide to do a forward stock split if they believe the price is relatively "high" or that it is trading outside of an "optimal" range. This decision is made by management based on their subjective views of the historical trading range of the stock and other factors.

Listing Rule 5250(b)(4) will require companies to provide public notice of a reverse split, using a Reg FD-compliant method, no later than p.m. ET at least two business days prior to the proposed market effective date.

Reverse stock splits are proposed by company management and are subject to consent from the shareholders through their voting rights.

When a reverse stock split is executed, a company cancels its current outstanding stock and distributes new shares to its shareholders in proportion to the number of shares they owned before the reverse split.

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The authorized number of shares, and par value per share, of Common Stock shall not be affected by the Reverse Stock Split. Ten Million (10,000,000) shares ... This sample form, a detailed Proposal to Amend Certificate to Reduce Par Value, Increase Authorized Common Stock and Reverse Stock Split w/Exhibit document, ...The fastest way to redact Proposal to amend certificate to reduce par value, increase authorized common stock and reverse stock split with Exhibit online. Initiated or proposed constitutional amendment--Single subject or revision determination by secretary of state--Certification. Upon receiving a proposal for an ... Oct 19, 2023 — The Amendments reduce the stockholder approval threshold for amending a Charter to effect a reverse stock split or increase the number of ... Apr 4, 2012 — A national bank may reduce the par value of its shares to ... Delaware and complete a reverse stock split in accordance with those provisions. Ways to increase the surplus: Increase retained earnings; Lower par value of the stock by amend cert of inc. this requires shareholder approval – in this ... Mar 15, 2023 — Proposal 4, the number of authorized shares would increase by 28 million. ... “Common Stock” shall mean the common stock of the Company, par value ... Oct 13, 2020 — Assuming a company has a sufficient number of authorized but unissued and treasury shares to cover the amount of the stock dividend, state ... record of a majority of all outstanding shares entitled to vote thereon. (D) In any event, by the holders of all of the outstanding shares of the corporation.

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South Dakota Proposal to amend certificate to reduce par value, increase authorized common stock and reverse stock split with Exhibit