Guam Proposed Amendments to the Articles of Incorporation to increase shares with exhibit
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FAQ
Articles of Incorporation refers to the highest governing document in a corporation. It is also known known as the corporate charter. The Articles of Incorporation generally include the purpose of the corporation, the type and number of shares, and the process of electing a board of directors.
The Guam Business Corporation Act (the "Guam Act") updates Guam's general corporation laws, creating uniformity with the corporate laws of other jurisdictions, while tailoring certain statutes to accomplish Guam's long-standing objective to attract off-island interest and facilitate investment in local businesses.
A special resolution passed at a shareholders' meeting The notice of the meeting must state why the Articles of Association need to be changed and should summarise the main provisions/changes in consequence of the new Articles of Association.
How to Amend Articles of Incorporation Review the bylaws of the corporation. ... A board of directors meeting must be scheduled. ... Write the proposed changes. ... Confirm that the board meeting has enough members attending to have a quorum so the amendment can be voted on. Propose the amendment during the board meeting.
The proper method for making an amendment is for the amendment to be moved and seconded. There can then be debate on the amendment itself. A vote (using the same threshold which applies to the resolution itself) is then taken on the amendment.
The process of amending a corporation's articles is typically done through a special resolution. This can be achieved by a resolution approved by no less than two-thirds of the votes cast at a meeting of shareholders, or by a written resolution signed by all eligible shareholders.
To alter the Article of association of Company By giving Notice of at least 7 days. At the Board meeting, the given resolutions in respect of alteration in AOA must be passed. Get Approval to Alteration in Article of Association and recommending the proposal for members' consideration by way of special resolution.
The Articles of Incorporation states the name, purpose, place of office, incorporators, capital stock, and term of the Company upon its establishment. The By-Laws outline the rules on annual and special meetings, voting, quorum, notice of meeting and auditors and inspectors of election.