Change Amount of Authorized Shares - Resolution Form - Corporate Resolutions
What is this form?
The Change Amount of Authorized Shares Resolution Form is a legal document that allows a corporation to modify the number of shares it is authorized to issue. This form is essential for companies wishing to adjust their capital structure by increasing or decreasing their outstanding shares. Unlike other corporate resolutions, this form specifically addresses the changes to the authorized share capital, making it a vital tool for corporate governance and compliance.
What’s included in this form
- Identification of the corporation and date of the resolution.
- Statement of the decision to amend and restate the Articles of Incorporation.
- Authorization for the Secretary to make necessary legal filings.
- Empowerment of officers to carry out actions related to the resolution.
- Certification by the Secretary verifying the resolution.
When this form is needed
This form should be used when a corporation decides to change its authorized share capital. Situations that may prompt this change include the need to raise additional funds, restructure the ownership of the corporation, or adjust for stock-based employee compensation plans. It ensures that all shareholders are informed and that the corporation remains in compliance with state laws governing corporate finance.
Who should use this form
- Corporation directors looking to amend the Articles of Incorporation.
- Shareholders interested in understanding corporate actions regarding share allocation.
- Corporate secretaries responsible for maintaining accurate company records.
- Legal professionals assisting corporations in formalizing resolutions.
How to complete this form
- Identify the corporation name and date of the resolution at the beginning of the form.
- Clearly state the intention to amend and restate the Articles of Incorporation.
- Authorize the Secretary to file any required documents with the state.
- Allow corporate officers to carry out necessary actions to implement the resolution.
- Ensure the resolution is certified and signed by the Secretary.
Notarization guidance
Notarization is generally not required for this form. However, certain states or situations might demand it. You can complete notarization online through US Legal Forms, powered by Notarize, using a verified video call available anytime.
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Make edits, fill in missing information, and update formatting in US Legal Forms—just like you would in MS Word.
Download a copy, print it, send it by email, or mail it via USPS—whatever works best for your next step.
Sign and collect signatures with our SignNow integration. Send to multiple recipients, set reminders, and more. Go Premium to unlock E-Sign.
If this form requires notarization, complete it online through a secure video call—no need to meet a notary in person or wait for an appointment.
We protect your documents and personal data by following strict security and privacy standards.
Common mistakes
- Failing to specify the corporation's name correctly.
- Not detailing the changes to the share capital clearly.
- Neglecting to obtain proper signatures from directors or shareholders.
- Skipping the legal filing process with state authorities.
Benefits of using this form online
- Easy access to professionally drafted templates at any time.
- Forms are editable, allowing for customization to suit specific needs.
- Reliable and compliant with current legal standards.
- Convenient download options to quickly obtain necessary documents.
Legal use & context
- This form serves as an official record of a corporation's decision to amend its share structure.
- Ensures compliance with corporate governance and state statutory requirements.
- Limits legal disputes by providing clear documentation of agreed-upon changes.
Summary of main points
- Use the Change Amount of Authorized Shares - Resolution Form to legally amend share structures.
- Ensure all necessary parties provide their signatures for validity.
- Check state regulations regarding any additional filing or notarization requirements.
- Use the convenience of online forms for efficient document processing.
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FAQ
The answer should be C. The total amount of shares that can be distributed.
If you know the number of shares issued and unissued, or those authorized but not sold to shareholders, you can calculate authorized shares: shares authorized = shares issued + shares unissued.
However, a company commonly has the right to increase the amount of stock it's authorized to issue through approval by its board of directors. Also, along with the right to issue more shares for sale, a company has the right to buy back existing shares from stockholders.
Authorized stock, or authorized shares, refers to the maximum number of shares that a corporation is legally permitted to issue, as specified in its articles of incorporation in the U.S., or in the company's charter in other parts of the world.
Authorised shares are units of ownership in the company available to be issued to shareholders. Issued shares are the units of ownership already issued to shareholders.No par value means that there is no standard value attached to the shares.
Issued and outstanding refers to the number of shares actually issued by a company to shareholders, and does not include shares that others may have an option to purchase.
Companies issue stock to raise funds from investors. Authorized stock is the maximum number of shares a company can issue.Issued stock is what the company has issued, which is less than the authorized stock.
Authorized shares are the maximum number of shares a company is allowed to issue to investors, as laid out in its articles of incorporation. Outstanding shares are the actual shares issued or sold to investors from the available number of authorized shares.
Issued shares are those that the owners have decided to sell in exchange for cash, which may be less than the number of shares actually authorized. Shares issued generate the assets or other value given for founding a company or growing it later on.
