Colorado 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

Colorado Amendments to Certificate of Incorporation refer to the legal changes made to a company's initial Articles of Incorporation filed with the Colorado Secretary of State. These amendments are crucial for modifying or updating various aspects of a corporation's structure and operations. By making amendments, businesses can adapt to changing circumstances, comply with state regulations, or pursue new opportunities. Below, we outline the different types of Colorado Amendments to Certificate of Incorporation: 1. Change of Name: A corporation may opt to change its legal name due to rebranding efforts, mergers, or other reasons. By filing this amendment, the company notifies the state of its new name and ensures that all legal documents are updated accordingly. 2. Increase or Decrease in Authorized Shares: Corporations occasionally need to adjust the number of authorized shares of stock available for issuance. An amendment is filed to reflect any increase or decrease in the authorized share capital, accommodating adjustments in ownership, equity structure, and fundraising needs. 3. Alteration of Par Value: Par value refers to the nominal value assigned to each share of stock. An amendment to the certificate of incorporation can modify the par value, which may be necessary due to changes in the company's capital structure, valuation strategy, or to facilitate stock splits. 4. Change of Registered Agent or Registered Office: It is essential for a corporation to maintain an up-to-date registered agent and registered office address with the state. An amendment is filed when the company decides to change its registered agent or registered office due to relocation, personnel changes, or preference of a new agent. 5. Amendment of Important Provisions: Amendments can be used to modify various provisions within the Certificate of Incorporation. For example, corporations may wish to change the purpose of the business, alter the duration of the corporation, or amend provisions related to shareholders' rights and powers. 6. Amendment of Board of Directors Structure: If a corporation wants to make changes to its board of directors' composition, such as the number of directors or qualifications required, an amendment is filed to update the Certificate of Incorporation accordingly. 7. Conversion or Merger: When a corporation undergoes a conversion or merger with another company or entity, an amendment to the Certificate of Incorporation is necessary to reflect this change in legal structure. It's important to note that before filing any amendments, corporations should consult legal counsel to ensure compliance with all relevant laws and regulations in Colorado. It is advisable to review the Colorado Corporation Code and seek professional advice to determine specific requirements, forms, and procedures for amending a Certificate of Incorporation in Colorado.