Wisconsin 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

Wisconsin Amendments to Certificate of Incorporation are legal changes made to the original articles of incorporation that govern a corporation's structure and operations. These amendments may be necessary to reflect changes in the corporation's name, address, purpose, or capital structure, among other aspects. By filing the appropriate documents with the Wisconsin Department of Financial Institutions (DFI), corporations operating in Wisconsin can ensure that their certificate of incorporation remains accurate and up to date. There are several types of Wisconsin amendments to the certificate of incorporation that serve distinct purposes: 1. Name Amendment: A name amendment is filed when a corporation wishes to change its legal name. This may be due to rebranding, mergers, or other strategic reasons. The newly proposed name must comply with Wisconsin's naming requirements. 2. Address Amendment: An address amendment is necessary when a corporation's registered office or principal office address changes. It is crucial to update these details with the DFI to maintain accurate records. 3. Purpose Amendment: If a corporation wishes to modify or expand the stated purpose in its certificate of incorporation, a purpose amendment is required. This allows corporations to adapt to new market demands or diversify their business operations. 4. Capital Structure Amendment: A capital structure amendment involves changes to the authorized shares, par value, or classes of shares available to the corporation. These amendments ensure that the corporation's share structure accurately reflects its current financing needs and ownership structure. 5. Registered Agent Amendment: If a corporation changes its registered agent or registered office in Wisconsin, it must file a registered agent amendment. The registered agent is the official contact person for legal and administrative communications. 6. Director/Officer Amendment: In order to update the names or positions of directors or officers, a corporation may file a director/officer amendment. This amendment ensures that there is an accurate record of the individuals responsible for managing the corporation. Wisconsin's corporations must follow the specific procedures outlined by the DFI to amend their certificate of incorporation. These usually involve submitting the appropriate forms, paying the required fees, and providing supporting documentation where necessary. It is crucial for corporations to accurately complete the amendment process, as failure to do so may result in legal and administrative complications.