Tennessee 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

Tennessee Amendments to Certificate of Incorporation Q&A: Understanding the Types and Process In Tennessee, amendments to a certificate of incorporation are crucial for companies looking to modify or update their existing legal structure to better align with their evolving business needs. This comprehensive guide will provide a detailed overview of Tennessee amendments to certificates of incorporation, including types of amendments and the step-by-step process involved. Keywords: Tennessee, amendments to certificate of incorporation, legal structure, business needs, types of amendments, step-by-step process 1. What are Tennessee Amendments to Certificate of Incorporation? Tennessee's amendments to the certificate of incorporation refer to the changes made to a company's founding document that affects its legal structure, rights, powers, or other provisions outlined in the original document. These amendments allow companies to adapt and respond to shifting business requirements, corporate expansions, or mergers and acquisitions. 2. Types of Tennessee Amendments to Certificate of Incorporation: a. Name Change: Companies may seek to change their official name for various reasons, such as rebranding efforts or to reflect a shift in their core business focus. b. Capital Stock Modification: Amendments relating to capital stock may include changes in the authorized number of shares, par value, or class of shares issued by the company. c. Par Value Elimination: Some companies may decide to eliminate the par value associated with their shares, providing more flexibility in issuing and selling stocks. d. Registered Agent Modification: This amendment refers to changes in the designated person or entity responsible for accepting legal documents on behalf of the company within the state. e. Registered Office Address Change: Companies may need to update their registered office address if they relocate or expand operations to a new physical location. f. Purpose Clause Modification: The purpose clause defines the company's objectives and activities. Amendments to this clause may be necessary if a company plans to diversify its business operations or modify its primary focus. g. Director or Officer Modification: Companies may involve amendments to the names or positions of directors or officers, reflecting changes in leadership or management structure. 3. Process for Tennessee Amendments to Certificate of Incorporation: a. Proposal: The company must first decide on the proposed amendment and specify the exact changes to be made. b. Shareholders' Approval:Shareholders should hold a special meeting where they discuss and vote on the proposed amendment. A majority vote of the outstanding shares generally suffices, unless the company's bylaws require a higher threshold. c. Amendment Filing: Once approved, the company must file Articles of Amendment with the Tennessee Secretary of State. The filing must include the original certificate of incorporation, the proposed amendment, and any accompanying fees. d. Effective Date: After the Secretary of State processes the filing, the amendment becomes effective, and the company is legally bound by the modified provisions. In conclusion, Tennessee amendments to the certificate of incorporation are vital for companies seeking to adapt their legal structure to changing business needs. Understanding the different types of amendments, such as name changes, stock modifications, or officer updates, can help companies navigate the process effectively. By following the step-by-step process, businesses can ensure their amendments are properly approved and legally binding.