Delaware Proposed amendments to restated certificate of incorporation
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How to fill out Proposed Amendments To Restated Certificate Of Incorporation?
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(a) A corporation may, whenever desired, integrate into a single instrument all of the provisions of its certificate of incorporation which are then in effect and operative as a result of there having theretofore been filed with the Secretary of State 1 or more certificates or other instruments pursuant to any of the ...
(a) Any 2 or more corporations of this State may merge into a single surviving corporation, which may be any 1 of the constituent corporations or may consolidate into a new resulting corporation formed by the consolidation, pursuant to an agreement of merger or consolidation, as the case may be, complying and approved ...
Appraisal Rights (Section 262) Subject to the ?market out? exception, Section 262 of the DGCL has been amended to provide appraisal rights to stockholders in connection with a transfer, domestication, or continuance of the corporation in a foreign jurisdiction pursuant to Section 390 of the DGCL.
Section 242 of the DGCL governs the procedures by which a corporation may amend its certificate of corporation, or charter, and generally requires approval by (a) the board of directors and (b) holders of a majority in voting power of the outstanding stock entitled to vote thereon and by the holders of a majority in ...
You can amend articles (or in Delaware's case, your ?Certificate of Incorporation?) as desired; however, if you wish to change your original registered agent, you are required to use the Statement of Agent Change form.
(a) Before a corporation has received any payment for any of its stock, it may amend its certificate of incorporation at any time or times, in any and as many respects as may be desired, so long as its certificate of incorporation as amended would contain only such provisions as it would be lawful and proper to insert ...
Section 272 has been amended to establish a narrow ?insolvency exception? to the stockholder approval required under Section 271 of the DGCL when a corporation positions itself to sell all or substantially all of its assets.
(a) Before a corporation has received any payment for any of its stock, it may amend its certificate of incorporation at any time or times, in any and as many respects as may be desired, so long as its certificate of incorporation as amended would contain only such provisions as it would be lawful and proper to insert ...