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
Amendments to certificate of incorporation
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Multi-State
Control #:
US-CC-10-173
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Word;
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Description
Definition and meaning
The term Amendments to Certificate of Incorporation refers to the formal changes made to a corporation's foundational document, which governs its structure and operations. This certificate, filed with the state, outlines essential elements such as the corporation's name, purpose, address, and the details regarding shares of stock. Amendments may modify any of these provisions to reflect changes in corporate strategy or compliance with new laws.
Who should use this form
This form is pertinent for individuals or entities that act as corporate officers or directors who wish to amend their company's Certificate of Incorporation. Typically, this includes:
- Corporate directors and officers
- Shareholders proposing changes
- Legal representatives handling corporate matters
Using this form ensures that amendments are executed according to the law and are duly recorded.
Key components of the form
The Amendments to Certificate of Incorporation form will generally include the following elements:
- Corporation Name: The official name of the corporation as registered.
- Amendment Details: Comprehensive descriptions of the specific changes being proposed.
- Approval Requirements: Information on how the amendments were approved, including any required votes from shareholders.
- Signatures: The signatures of authorized corporate officers who certify that the information presented is accurate.
Accurate completion of these components is critical for lawful amendments.
Benefits of using this form online
Using the online platform to submit amendments provides several advantages:
- Convenience: Users can fill out and submit the form at any time, eliminating the need for physical paperwork.
- Speed: Online submissions can often be processed more quickly than traditional mail.
- Error Reduction: Platforms typically include prompts for required information, reducing the risk of omissions or mistakes.
Overall, utilizing online forms streamlines the amendment process.
Common mistakes to avoid when using this form
When completing the Amendments to Certificate of Incorporation form, consider these common pitfalls:
- Failing to provide all required signatures, which can lead to delays or rejection.
- Omitting specific details of the amendments, risking confusion or misinterpretation.
- Not adhering to state requirements for corporate amendments, which varies by jurisdiction and must be checked prior to submission.
Avoiding these issues ensures a smoother amendment process.
What to expect during notarization or witnessing
Depending on state laws, notarization or witnessing may be required for the amendments to be valid. During this process, you can expect:
- Verification of identities: The notary will check the identification of the signatories to ensure they are who they claim to be.
- Review of documents: The notary will ensure all required documents are presented and are complete.
- Official signature: The notary will sign and stamp the document, confirming that proper procedures were followed.
Being prepared for this step can prevent delays in the amendment process.
Key takeaways
Amendments to a corporation's Certificate of Incorporation are crucial for adapting to evolving regulatory and business environments. Key points to remember include:
- Understanding the necessity for amendments and the process involved.
- Ensuring accurate completion of the form to avoid rejection.
- Utilizing online resources to enhance efficiency and accuracy.
Taking these considerations into account will aid corporate leadership in managing their business effectively.
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FAQ
Depending on the state in which the business is incorporated, unanimous agreement from all the shareholders may be required to change the articles of incorporation. Most states have changed this older, common law rule, and now only require a majority of shareholders to agree to change the articles of incorporation.
The easiest way to amend the Articles is to draft, adopt, and file a Certificate of Amendment of Articles of Incorporation. For a name change only, the Secretary of State offers a simple form that can be used. A Certificate of Amendment may be appropriate for minor other changes.
That the articles of incorporation or any amendment thereto is not substantially in accordance with the form prescribed herein; 2. That the purpose or purposes of the corporation are patently unconstitutional, illegal, immoral, or contrary to government rules and regulations; 3.
A domestic corporation may change its Certificate of Incorporation from time to time to (1) change the name and address of its designated address for the New York Secretary of State to mail service of process, (2) change its county location, or (3) make, revoke or change the designation of a registered agent by filing
Unless otherwise prescribed by this Code or by special law, and for legitimate purposes, any provision or matter stated in the articles of incorporation may be amended by a majority vote of the board of directors or trustees and the vote or written assent of the stockholders representing at least two-thirds (2/3) of
Obtain articles of amendment of the articles of incorporation (sometimes called the certificate of amendment of articles of incorporation) from your state's Secretary of State. Obtain a copy of the original articles of incorporation. Propose the change in the articles of incorporation to the Board of Directors.