Wyoming 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

Wyoming Amendments to Certificate of Incorporation In Wyoming, the Amendments to Certificate of Incorporation refer to the modifications or changes made to the initial certificate of incorporation filed with the Wyoming Secretary of State. These amendments are essential for corporations registered in Wyoming to update or alter their existing provisions and ensure compliance with changing business requirements and objectives. The amendments can be made by following the defined legal procedures set forth by the Wyoming Business Corporation Act (BCA) and the Wyoming Secretary of State. The Wyoming Amendments to Certificate of Incorporation can encompass various types, including but not limited to: 1. Name Change: Corporations may wish to amend their certificate of incorporation to alter the company's name. This change might be necessary to reflect a rebranding effort, expansion into new markets, or any other valid reason. 2. Authorized Stock: Corporations can amend their certificate of incorporation to modify the number of authorized shares of stock. This alteration allows companies to increase or decrease their authorized capital stock, creating flexibility for raising additional capital or adjusting equity stakes. 3. Registered Agent Information: Corporations are required to maintain a registered agent in Wyoming who can receive important legal and tax documents on behalf of the company. Amendments may involve updating the registered agent's name, address, or any change related to the appointed registered agent. 4. Directors and Officers: A corporation may need to amend its certificate of incorporation to change the number of directors or officers, revise their titles, or modify any other provisions related to corporate governance. 5. Purpose Clause: Amendments can be made to the purpose clause of the certificate of incorporation, which outlines the corporation's primary objectives and activities. Such amendments allow corporations to expand their business activities or narrow down their focus as required. 6. Par Value of Shares: Corporations can amend their certificate of incorporation to adjust the par value of their shares. This change affects the minimum price at which shares can be issued, which can have ramifications for corporate finance and accounting purposes. 7. Alterations to Other Provisions: Amendments can be made to add, remove, or modify any provision within the certificate of incorporation, such as limitations on liability, indemnification rights, or dissolution procedures. These amendments may be necessary to align with changes in corporate structure, strategic direction, or legal compliance. When filing an amendment to the certificate of incorporation in Wyoming, it is crucial to adhere to the specific requirements and guidelines provided by the Wyoming Secretary of State to ensure a smooth and legally compliant process. Consider consulting legal professionals or corporate service providers for expert guidance in navigating through the amendment process and maximizing the benefits of the amendments to certificate of incorporation in Wyoming.