Approval of amendment to articles of incorporation to permit certain uses of distributions from capital surplus
What this document covers
This form is an Approval of Amendment to Articles of Incorporation to Permit Certain Uses of Distributions from Capital Surplus. It allows corporations to amend their Articles of Incorporation to enable the use of capital surplus for paying dividends or purchasing shares. This form differs from other corporate forms by specifically addressing capital surplus, providing flexibility under Georgia law for distribution and share repurchase purposes.
Key components of this form
- Board of Directors' approval statement
- Description of the proposed amendment to Article VIII
- Provision allowing distributions from capital surplus
- Framework for share repurchase using capital surplus
- Conditions and limitations related to insolvent corporations
When to use this document
Use this form when your corporation's Board of Directors decides to amend the Articles of Incorporation to allow for specific uses of capital surplus. Scenarios may include wanting flexibility in paying dividends, repurchasing shares, or enhancing the value of the company's stock without needing immediate shareholder approval.
Intended users of this form
- Corporations based in Georgia looking to modify their Articles of Incorporation.
- Corporation Board members or officers tasked with ensuring compliance with corporate governance.
- Shareholders interested in understanding the implications of capital surplus amendments.
How to prepare this document
- Identify and indicate the corporation's name and the date of the proposal.
- Include details about the Board of Directors' approval of the amendment.
- Clearly state the text of the proposed new Article VIII.
- Describe how capital surplus will be used for dividends or share purchases.
- Ensure that the form is signed by the appropriate corporate officers.
Does this form need to be notarized?
In most cases, this form does not require notarization. However, some jurisdictions or signing circumstances might. US Legal Forms offers online notarization powered by Notarize, accessible 24/7 for a quick, remote process.
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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.
Mistakes to watch out for
- Failing to obtain proper Board of Directors' approval before submitting the amendment.
- Not including the complete and accurate text of the proposed amendment.
- Neglecting to comply with limitations regarding insolvent status before distributions.
Why use this form online
- Easy access to customizable templates tailored for corporate needs.
- Quick and efficient completion without the hassle of traditional paperwork.
- Access to forms drafted by licensed attorneys ensuring legal compliance.
Legal use & context
- This form allows corporations to define how they wish to manage their capital surplus.
- It provides legal backing under Georgia law for dividend payments and share repurchases.
- Ensures compliance with corporate governance and shareholder rights by formally documenting changes.
Summary of main points
- This form is essential for Georgia corporations wishing to amend their governance documents concerning capital surplus handling.
- A proper understanding of its components ensures appropriate use and compliance with legal requirements.
- Utilizing this form online streamlines the amendment process while providing access to professional legal support.
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FAQ
You can't change the articles to remove the ability to make further changes to them in future. However, there may be conditions attached to making alterations for example, a contractual arrangement like a shareholders' agreement may effectively restrict the ways in which the articles can be amended.
That the articles of incorporation or any amendment thereto is not substantially in accordance with the form prescribed herein; 2. That the purpose or purposes of the corporation are patently unconstitutional, illegal, immoral, or contrary to government rules and regulations; 3.
You will have to pay a fee for the following types of amendments: Amalgamation: $50. Continuance: $50. Name change: $25.
The easiest way to amend the Articles is to draft, adopt, and file a Certificate of Amendment of Articles of Incorporation. For a name change only, the Secretary of State offers a simple form that can be used. A Certificate of Amendment may be appropriate for minor other changes.
The company is required to file special resolution passed by shareholders for alteration of memorandum of association with the Registrar of Companies. Form MGT-14 has to be filed for registration of special resolution within 30 days of passing of resolution.
The Articles of Association may be changed by the shareholders passing a special resolution in a general meeting or by written resolution. A copy of the resolution and the new articles of association must be sent to Companies House within 15 days.
The actual wording of Article V is: The Congress, whenever two thirds of both Houses shall deem it necessary, shall propose Amendments to this Constitution, or, on the Application of the Legislatures of two thirds of the several States, shall call a Convention for proposing Amendments, which, in either Case, shall be
A copy of the resolution within 15 days of it being agreed. a copy of the amended articles of association within 15 days of them taking effect. any forms (if needed) within 15 days of the changes.
Unless otherwise prescribed by this Code or by special law, and for legitimate purposes, any provision or matter stated in the articles of incorporation may be amended by a majority vote of the board of directors or trustees and the vote or written assent of the stockholders representing at least two-thirds (2/3) of
