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Sometimes, however, only some shareholders can vote. In some states, officers or directors may change the articles of incorporation even if only these voting shareholders have concluded that they want to make changes. In other states, the shareholders may not even need to approve the change.
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.
Amended and Restated What Amended means changed, i.e., that someone has revised the document. Restated means presented in its entirety, i.e., as a single, complete document. Accordingly, amended and restated means a complete document into which one or more changes have been incorporated.
Restated articles of organization are simply a modified version of the original. Limited liability companies, also known as LLCs, are permitted to make changes to their articles of organization. When such changes are made, they are referred to as amendments.
When you restating, you are rewriting the entire document, with the amendments incorporated into it.
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.
Amendments can be made to a Delaware corporation's original Certificate of Incorporation by filing a Certificate of Amendment with the Division of Corporations. This filing is in accordance with the General Corporation Law of the State of Delaware. There is a fee for the Delaware Corporation Certificate of Amendment.
What is the effect of an amended and restated agreement. When you amend and restate an agreement, typically the legal effect is to replace all prior agreements between the parties and replace them with one single document providing an up-to-date view of the parties' legal obligations.
You will have to pay a fee for the following types of amendments: Amalgamation: $50. Continuance: $50. Name change: $25.