Arizona 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 Keywords: Arizona, amendments, certificate of incorporation, types, detailed description The Arizona Amendments to Certificate of Incorporation refer to the changes made to the original document filed with the state that defines a corporation's legal structure. These amendments are necessary when a corporation seeks to modify certain provisions or add new ones to its original certificate of incorporation. There are several types of Arizona Amendments to Certificate of Incorporation that can be made: 1. Name Change: A corporation may choose to amend its certificate of incorporation to change its legal name. This could be due to rebranding efforts or any other strategic reasons. 2. Registered Agent Modification: Corporations may need to amend their certificate of incorporation to update the information of their registered agent. This is the person or entity responsible for receiving legal documents on behalf of the corporation. 3. Additional Authorized Shares: If a corporation intends to issue more shares than initially authorized in its certificate of incorporation, an amendment is required to increase the authorized share capital. This allows the corporation to raise additional funds or accommodate new shareholders. 4. Change in Corporate Purpose: The certificate of incorporation outlines the general business purposes of a corporation. If there is a need to modify or expand these purposes, an amendment becomes necessary. 5. Alteration of Capital Structure: Changes in stock classes, preferred stock provisions, or voting rights of certain shares are examples of alterations to a corporation's capital structure. In such cases, an amendment to the certificate of incorporation may be required. 6. Merger or Consolidation: When two or more corporations choose to merge or consolidate their operations, an amendment to the certificate of incorporation is needed to reflect the new structure and ownership. 7. Dissolution: In the event of a decision to dissolve or terminate the corporation, an amendment to the certificate of incorporation is made to formally reflect this change. To make these amendments, the corporation must file the appropriate paperwork with the Arizona Secretary of State's office. This typically requires submitting a completed amendment form along with the required filing fee. Amending the certificate of incorporation ensures that a corporation's legal standing is accurately reflected, and it allows the corporation to operate in alignment with its current objectives and requirements.

Keywords: Arizona, amendments, certificate of incorporation, types, detailed description The Arizona Amendments to Certificate of Incorporation refer to the changes made to the original document filed with the state that defines a corporation's legal structure. These amendments are necessary when a corporation seeks to modify certain provisions or add new ones to its original certificate of incorporation. There are several types of Arizona Amendments to Certificate of Incorporation that can be made: 1. Name Change: A corporation may choose to amend its certificate of incorporation to change its legal name. This could be due to rebranding efforts or any other strategic reasons. 2. Registered Agent Modification: Corporations may need to amend their certificate of incorporation to update the information of their registered agent. This is the person or entity responsible for receiving legal documents on behalf of the corporation. 3. Additional Authorized Shares: If a corporation intends to issue more shares than initially authorized in its certificate of incorporation, an amendment is required to increase the authorized share capital. This allows the corporation to raise additional funds or accommodate new shareholders. 4. Change in Corporate Purpose: The certificate of incorporation outlines the general business purposes of a corporation. If there is a need to modify or expand these purposes, an amendment becomes necessary. 5. Alteration of Capital Structure: Changes in stock classes, preferred stock provisions, or voting rights of certain shares are examples of alterations to a corporation's capital structure. In such cases, an amendment to the certificate of incorporation may be required. 6. Merger or Consolidation: When two or more corporations choose to merge or consolidate their operations, an amendment to the certificate of incorporation is needed to reflect the new structure and ownership. 7. Dissolution: In the event of a decision to dissolve or terminate the corporation, an amendment to the certificate of incorporation is made to formally reflect this change. To make these amendments, the corporation must file the appropriate paperwork with the Arizona Secretary of State's office. This typically requires submitting a completed amendment form along with the required filing fee. Amending the certificate of incorporation ensures that a corporation's legal standing is accurately reflected, and it allows the corporation to operate in alignment with its current objectives and requirements.