Idaho 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

Idaho Amendments to Certificate of Incorporation: A Detailed Description In the state of Idaho, the Certificate of Incorporation is a vital document that establishes and governs a corporation's existence within the state. Over time, a corporation may undergo changes or modifications to its initial formation, necessitating the filing of amendments to its Certificate of Incorporation. Idaho offers several types of amendments to accommodate various corporate needs, such as: 1. Name Change Amendment: If a corporation wishes to alter its legal name, it must file a Name Change Amendment with the appropriate Idaho state authorities. This amendment ensures that the revised name is officially recognized and legally binding. 2. Registered Office/Agent Amendment: When a corporation's physical address or registered agent information changes, it must file a Registered Office/Agent Amendment. This ensures updated communication and legal process facilitation between the corporation and the state. 3. Share Structure Amendment: If a corporation decides to modify its share structure, such as changing the number of authorized shares or their par value, a Share Structure Amendment must be filed. This amendment reflects the modified share details, ensuring compliance with Idaho corporate laws. 4. Purpose Amendment: Any changes to a corporation's stated purpose or activities require filing a Purpose Amendment. This amendment ensures that the corporation's newly outlined objectives align with legal requirements and can be lawfully pursued. 5. Director/Officer Amendment: In cases where the board of directors or officers undergo changes, a Director/Officer Amendment should be filed. This amendment reflects the updated details of the corporation's leadership team, ensuring accurate representation and legal compliance. 6. Articles of Merger/Consolidation Amendment: If a corporation plans to merge or consolidate with another entity, it must file an Articles of Merger/Consolidation Amendment. This amendment outlines the specific terms and conditions of the merger or consolidation and must comply with Idaho's statutory requirements. 7. Articles of Dissolution Amendment: When a corporation decides to cease operations and dissolve, it must file an Articles of Dissolution Amendment. This amendment provides formal notice to the state and creditors, ensuring proper legal dissolution and winding-up procedures are followed. It is crucial for corporations in Idaho to understand the specific requirements and procedures associated with each type of amendment to maintain compliance with state laws. It is recommended to consult with legal professionals or experts knowledgeable in Idaho corporate law to ensure accurate completion and submission of the appropriate amendment form.