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
Vermont Amendments to certificate of incorporation
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Online: Log into myVTax and click on the link to "Cease Account." Each account used by a particular business must be closed individually (for example, you may close a withholding account if the business no longer has employees, but keep the sales and use account).
There are two scenarios for filing a Delaware Certificate of Amendment of Certificate of Incorporation. The Amendment may be filed either before the corporation has issued any stock or after stock has been issued and payment for stock has been received. Either way, executing an Amendment is basically the same.
The fee for forming a Vermont LLC is $125. You'll also need to pay $35 every year to file Vermont's Annual Report. These are the two main costs for forming an LLC in the Green Mountain State.
A corporation in California can voluntarily dissolve if shareholders holding at least 50% of the voting power vote in favor of the dissolution. (Cal. Corp. Code § 1900 (2023).)
How do you dissolve a Vermont Corporation? To dissolve your Vermont Corporation, file Articles of Dissolution, in duplicate, with the Vermont Secretary of State, Corporations Division (SOS). You do not have to use the Vermont SOS forms. You may draft your own corporate articles of dissolution.
The easiest way to close your business tax account online is to log in to your myVTax account at and select Close Account. If you have more than one type of business tax account, you must close each individually.
To withdraw your foreign corporation or LLC from Vermont, file an Application for Withdrawal with the Vermont Secretary of State, Corporations Division (SOS). There is one withdrawal form for corporations and LLCs. Fillable forms are available on the Vermont SOS website, but you don't have to use them.
File the form, Articles of Amendment: Vermont Profit Corporation, with the Vermont Secretary of State, Corporations Division (SOS). The Vermont SOS provides forms, but they do not require you to use them. You may to draft your own corporate articles of amendment.