Wisconsin Proposed amendment to the certificate of incorporation to authorize up to 10,000,000 shares of preferred stock with amendment

• Category: Corporations - Public - Changes Affecting Capital Stock
• State: Multi-State
• Control #: US-CC-3-168
• Format: Word; Rich Text

Description

This sample form, a detailed Proposed Amendment to the Certificate of Incorporation to Authorize Up to 10,000,000 Shares of Preferred Stock w/Amendment document, is a model for use in corporate matters. The language is easily adapted to fit your specific circumstances. Available in several standard formats.

Wisconsin Proposed Amendment to the Certificate of Incorporation to Authorize Preferred Stock In the state of Wisconsin, a proposed amendment is being introduced to the certificate of incorporation. This amendment seeks to authorize the issuance of up to 10,000,000 shares of preferred stock with certain amendments. Preferred stock is an essential component of a corporation's capital structure, offering unique rights and privileges to its holders. This type of stock grants shareholders priority in terms of dividends and liquidation preferences over common stockholders. With the proposed amendment, Wisconsin corporations will have the flexibility to issue preferred stock in a quantity of up to 10,000,000 shares, subject to the specific provisions outlined in the amendment. The inclusion of preferred stock in a company's capitalization structure allows for various categories or classes of shares. These different types of preferred stock can be identified using specific names, such as: 1. Cumulative Preferred Stock: This type of preferred stock guarantees the accumulation and payment of any unpaid dividends in subsequent periods. If a company is unable to pay dividends in a particular year, they are carried forward and must be paid before any dividends can be distributed to common stockholders. 2. Convertible Preferred Stock: Convertible preferred stock provides the option for shareholders to convert their shares into a predetermined number of common shares, normally at a specified conversion price. This allows shareholders to participate in potential value appreciation or upcoming liquidity events. 3. Participating Preferred Stock: Shareholders holding participating preferred stock have the right to receive additional dividends after common stockholders receive a specified amount. This allows preferred stockholders to participate in the distribution of additional profits, resulting in higher returns on investment compared to non-participating shares. 4. Non-Cumulative Preferred Stock: Unlike cumulative preferred stock, non-cumulative preferred stock does not accrue unpaid dividends. If a company fails to declare dividends for a specific period, shareholders are not entitled to retroactive payment. 5. Redeemable Preferred Stock: This type of preferred stock is subject to redemption by the issuing company. It provides the corporation with the option to repurchase the preferred stock at a predetermined price, usually after a specified period. This allows companies to reduce their outstanding obligations and adjust their capital structure as needed. By amending the certificate of incorporation, Wisconsin corporations will be able to issue preferred stock, including potentially varying types, totaling up to 10,000,000 shares. This amendment empowers companies to tailor their capital structure to meet their specific financing needs, attract potential investors, and promote business growth while safeguarding the rights and benefits of preferred stockholders.