Incorporation Change

Preferred stock is authorized when a corporation files the corporation.For example, a corporation may authorize 100,000,000 shares of common stock and 10,000,000 shares of preferred stock. Preferred Stock is usually issued for special situations, for example to certain investors.

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.

Some corporations issue both common stock and preferred stock. However, most corporations issue only common stock. In other words, it is necessary that a business corporation issue common stock, but it is optional whether the corporation will decide to also issue preferred stock.

Authorized stock refers to the maximum number of shares a publicly-traded company can issue, as specified in its articles of incorporation or charter. Those shares which have already been issued to the public, known as outstanding shares, make up some portion of a company's authorized stock.

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

Every corporation must have at least one type of stock. This rule even applies to S corporations, but they are limited to 100 total shares and only one type of stock. The term stock is often used interchangeably with shares or equity. Those who own stock are called shareholders or stockholders.

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.

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.

Preferred Share Basics As with any produced good or service, corporations issue preferred shares because consumersinvestors, in this casewant them. Investors value preference shares for their relative stability and preferred status over common shares for dividends and bankruptcy liquidation.