Certificate of Amendment of the Certificate of Incorporation
The certificate of amendment of the certificate of incorporation gives corporate entities the right to amend their certificates of incorporation.4 min read
2. How To Acquire a Certificate of Amendment
The certificate of amendment of the certificate of incorporation gives corporate entities the right to amend their certificates of incorporation.
Statutes concerning the amendment of certificates of incorporation stipulate the following:
(a)From time to time, corporations are allowed to amend their certificates of incorporation in any and all respects that it so desires if the amendments only make changes that can lawfully be placed in an original certificate of incorporation that is filed at the time of such amendment.
(b)Without limiting the general powers of amendment, corporations may amend their certificates of incorporation in order
(1)To change the corporate name
(2)To improve, limit, or enlarge its stated corporate purpose
(3)Change or specify the official business location of the corporation
(4)Change or specify its mailbox address to which the SOC shall send copies of processes served against the corporation
(5)To change, revoke or specify the designation of the corporation's registered agent.
(6)To change the duration of corporations whose date of expiration has passed or is imminent. This must be done to revive the existence of corporations that have ceased to exist.
(7)To decrease or increase the class, series or aggregate number of shares that the corporation is authorized to issue, with or without par value.
(8)To remove from its authorized shares any or any class of shares, whether the shares were issued or not.
(9)To increase or decrease the par value of authorized shares of all classes with par value, whether the shares were issued or not.
(10)To change authorized shares, whether they were issued or not, into a different or same number of authorized shares of one or more classes, with or without a par value.
(11)To abolish, fix or change the designation of authorized classes of shares or any series thereof, limitations, preferences, and relative rights of said shares, whether they were issued or not. Such changes also include provisions with respect to all accrued or cumulative undeclared dividends as well as the redemption of all shares or purchase of shares or preemptive right to the acquisition of shares or any other securities.
(12)To add, change or strike out any other provisions that are consistent with the stipulations contained in this chapter or other statutes which relates to the corporation's business operations, powers, rights or affairs, It also extends to the powers, rights and affairs of the corporation's officers, directors, and shareholders including provisions that by virtue of this chapter, are permitted or required to be set forth in the corporation's bylaws .
(c) Corporations that are created by special acts may accomplish all of the amendments stipulated in this article as long as it is done in line with the conditions stated therein.
States require any corporation that wants to delete, add or edit information contained in their articles of incorporation to complete the certificate of amendment.
Information To Be Included in the Certificate of Amendment
Although the requirements vary by state, the certificate of amendment generally includes the name of the corporation as filed originally with the state, the number of provisions being amended, the wording of the revised provision, a statement by the board of directors acknowledging and giving approval for such amendment as well as a similar statement from the corporation's shareholders, if any.
The certificate must be signed by the corporation's officers, usually the secretary, and president.
How To Acquire a Certificate of Amendment
The first step in acquiring a certificate of amendment involves the adoption of a resolution to amend the corporation's article of incorporation. The law in the state of Delaware stipulates that a majority of the corporation's shareholders must support any changes to the articles.
As such, a meeting of the board of directors must be called where the proposed change will be presented for discussion. During the meeting, a vote must be taken and the results of the vote recorded in the minutes. The secretary must prepare a resolution referencing the votes and proposing the presentation of the issue to shareholders.
The board's president must sign the corporate resolution. The resolution, as well as the minutes of the meeting, must be filed in the corporate records.
The next step involves calling a shareholder's general meeting to discuss and vote on the amendment. The shareholders to be called are those who own the corporation's voting stock. The results of the vote must be recorded in the minutes of the meeting. For the corporate resolution of amendment to proceed, a majority of the shareholders present must be in favor of the amendment.
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