Washington 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 Washington Amendments to Certificate of Incorporation allow companies to make changes and updates to their original certificate of incorporation. This legal document contains important information about the company's structure, purpose, and management. The amendments provide a streamlined process for businesses to modify certain provisions outlined in their original certificate of incorporation as needed. Keywords: Washington Amendments, Certificate of Incorporation, changes, updates, legal document, company structure, purpose, management, provisions. There are several types of Washington Amendments to the Certificate of Incorporation that businesses may consider based on their specific needs: 1. Name Change Amendment: This amendment allows a company to modify its legal name, allowing businesses to rebrand or reflect any changes that occurred during its existence. 2. Capital Structure Amendment: This amendment enables adjustments to the company's capital structure, including authorized shares, par value, and classes of stock. Companies often require these changes to accommodate growth, fundraising, mergers, or acquisitions. 3. Corporate Purpose Amendment: This amendment allows a company to alter its stated purpose. This may be necessary if the business expands into new industries or wants to modify its objectives to align with evolving market conditions. 4. Registered Agent Amendment: A company can amend its registered agent information, such as the agent's name or address. This amendment is crucial when a company changes its designated agent or moves its registered office. 5. Director/Officer Amendment: This amendment permits changes to the board of directors or officers, including their names, roles, and responsibilities. Companies may need to update this information in case of promotions, terminations, or new appointments. 6. Amendment to Duration: If a company initially had a specific duration for its existence (e.g., set number of years), this amendment allows for an extension or termination of the specified period. It's important to note that these are just some examples of the Washington Amendments to the Certificate of Incorporation. Each change requires careful consideration, compliance with Washington state laws, and adherence to the existing rules and regulations governing a company's corporate structure. When making any amendments, businesses should consult legal professionals experienced in corporate law to ensure accurate and lawful modification to their certificate of incorporation.