Utah 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

The Utah Amendments to Certificate of Incorporation refer to legal changes made to the original document that establishes a corporation in the state of Utah. These amendments are necessary when modifications or updates need to be implemented to the corporation's structure, purpose, or any provisions outlined in the original certificate of incorporation. Various types of Utah Amendments to Certificate of Incorporation can be filed depending on the specific changes required. Some common types include: 1. Name Change Amendment: This amendment is filed when a corporation wishes to change its legal name. It involves updating the corporation's name mentioned in the original certificate of incorporation to the newly desired name. 2. Stock Amendment: A stock amendment is filed when a corporation wants to make changes to its stock structure. This may involve altering the number of authorized shares, creating new classes of shares, modifying voting rights, or changing the par value of existing shares. 3. Director/Officer Amendment: If there are changes in the corporation's board of directors or officers, such as resignations, appointments, or modifications to their roles, this amendment is required to update the certificate of incorporation accordingly. 4. Purpose Amendment: Sometimes a corporation may evolve its business activities or expand into new areas. In such cases, a purpose amendment is filed to reflect the changes made in the corporation's stated purpose as defined in the original certificate of incorporation. 5. Capital Amendment: This amendment is needed when a corporation intends to increase or decrease its authorized capital, which includes changes to the amount of capital stock and any associated rights or preferences. 6. Registered Agent Amendment: If the designated registered agent, who acts as the corporation's representative for legal purposes, changes, an amendment is filed to update the certificate of incorporation with the new registered agent's information. Filing a Utah Amendment to Certificate of Incorporation requires submitting the necessary forms and paying the corresponding fees to the Utah Department of Commerce, Division of Corporations and Commercial Code. It is important to consult with legal counsel or a professional service provider experienced in corporate law to ensure all requirements are met and the amendments are compliant with state regulations.