West Virginia Amendments to certificate of incorporation

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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

West Virginia Amendments to Certificate of Incorporation: A Comprehensive Overview In West Virginia, amendments to a certificate of incorporation are crucial for corporations to adapt, update, or modify their legal structure as per evolving business needs. These amendments enable corporations to comply with statutory requirements and ensure the company's longevity and relevance in an ever-changing business landscape. Let's delve into the various types of West Virginia Amendments to certificate of incorporation: 1. Name Change Amendment: A Name Change Amendment allows a corporation to modify its legal name, which might be necessary due to rebranding efforts, mergers, or any other strategic reasons. This amendment requires filing appropriate paperwork with the West Virginia Secretary of State and obtaining approval for the new corporate name. 2. Director/Officer Amendment: A Director or Officer Amendment involves altering the names, titles, or positions of individuals serving as directors or officers within a corporation. These modifications may arise from internal restructuring, additional appointments, or the need to replace key personnel. It necessitates updating the corporation's certificate of incorporation with the updated information as per West Virginia laws. 3. Registered Agent Amendment: Changing the registered agent, the official point of contact for receiving legal documents and important correspondence, requires a Registered Agent Amendment. Corporations may need to change their registered agent due to the agent's resignation, relocation, or if they decide to appoint a professional registered agent service. This amendment ensures continuity in the corporation's legal proceedings and obligations. 4. Capital Stock Amendment: Capital Stock Amendments focus on changes related to the corporation's stock structure, such as authorized shares, par value, and stock classes. Companies might seek amendments to increase or decrease the number of authorized shares, alter voting rights or dividend preferences, or create new classes of stock. Compliance with West Virginia's regulations and filing requirements is necessary for implementing Capital Stock Amendments. 5. Articles of Incorporation Amendment: These amendments involve modifying any other provision within the articles of incorporation aside from those addressed in the previous types. It covers a broad spectrum, including changes to articles related to business purpose, duration, indemnification, shareholder rights, and other provisions that define the corporation's legal framework. Filing Articles of Incorporation Amendments is crucial to maintaining legal clarity and accuracy for the corporation. It's important to note that the specific procedures, filing requirements, and forms for amendments may vary depending on the type of change sought. Corporations in West Virginia must navigate the legal intricacies and adhere to the regulations prescribed by the West Virginia Secretary of State for successful amendment implementation. Overall, West Virginia Amendments to certificate of incorporation empower corporations to adapt to evolving business needs, protect shareholder rights, and maintain legal compliance. Whether it's changing the corporate name, directors/officers, registered agent, capital stock, or articles of incorporation, corporations must ensure diligent adherence to the relevant regulations to effectuate these amendments.

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The followings are exempt from the transfer tax: (1) wills; (2) testamentary or inter vivos trusts; (3) deeds of partition; (4) deeds made pursuant to mergers of corporations, limited liability companies, partnerships, and limited partnerships; (5) deeds made pursuant to conversions to limited liability companies; (6) ...

West Virginia Code §11-22-1, provides for exemptions to paying the Transfer Tax Fee. Deeds must specifically state the reason for exemption, otherwise, the Transfer Tax Fee will be charged. Every Deed recorded requires a completed Sales Listing Form to be attached. The Sales Listing Form can be found here.

The first $20,000 of assessed value of owner-occupied residential property owned by a person age 65 or older or by a person who is permanently and totally disabled is exempt. Household goods and personal effects not used for commercial purposes.

The Articles of Amendment, also sometimes called a Certificate of Amendment, is a document filed with your state of incorporation (or any states in which your company has foreign qualified to transact business), to enact a specific change to the information included in your company's incorporation or qualification ...

(a) A parent is barred from inheriting from or through a child of the parent if: (1) The parent's parental rights were terminated by court order and the parent-child relationship has not been judicially reestablished; or (2) the child died before reaching 18 years of age and there is clear and convincing evidence that ...

How to Order a Certified Copy of Articles of Organization or a Certified Copy of Articles of Incorporation From the State of West Virginia. A certified copy of your Articles of Organization or Articles of Incorporation can be ordered by fax, mail, email, phone, in person, or online, but we recommend online.

-- Every employer maintaining an office or transacting business within this state and making payment of any wage taxable under this article to a resident or nonresident individual shall deduct and withhold from such wages for each payroll period a tax computed in such manner as to result, so far as practicable, in ...

Any amendment to the Constitution of the State may be proposed in either house of the Legislature at any regular or ex- traordinary session thereof; and if the same, being read on three several days in each House, be agreed to on its third reading, by two thirds of the members elected thereto, the proposed amend- ment, ...

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No other changes, amendments or corrections to a business may be made by filing the annual report. Visit the Secretary of State online for detailed annual ... If you want a file-stamped copy of your amendment, submit two originals of the Articles of Amendment for filing. The Secretary of State will return one to you.West Virginia requires corporations to submit a completed Articles of Incorporation Profit Amendment form. You can file them with the Secretary of State by mail ... THIS FEE IS IN. ADDITION TO THE REGULAR FILING FEE (SEE FEES BELOW). BUSINESS SERVICE CENTERS. Standard and Expedited Filings. Charleston Office. One-Stop ... WEST VIRGINIA. ARTICLES OF INCORPORATION. PROFIT AMENDMENT. FEE: $25. File One Original. In accordance with §31D-10-1006 of the Code of West Virginia, ... WEST VIRGINIA CODE ACTS OF THE LEGISLATURE CODE OF 1931 WV CONSTITUTION US CONSTITUTION ... a statement of change is on file with the Secretary of State;. (4) To ... (d) Duly adopted restated articles of incorporation supersede the original articles of incorporation and all amendments to it. (e) The Secretary of State ... Contact name and number of person to reach in case of a problem with filing: (Optional, however, listing one may help to avoid a return or rejection of filing ... by RD Fisher · 1976 — Finally, the Act prior to amendment required the corporation to file the articles of incorporation and certificate of incorporation with the clerk of the county ... Oct 26, 2022 — One of four proposed constitutional amendments on the general election ballot could allow the Legislature to slash taxes that go directly to ...

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West Virginia Amendments to certificate of incorporation