Amend Articles Of Incorporation Illinois

• 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

Illinois Amendments to Certificate of Incorporation: In the state of Illinois, when a corporation wishes to make changes or updates to its Certificate of Incorporation, it must go through a process called "amendment." This amendment allows the corporation to modify various aspects of its original certificate, ensuring its relevance and compliance with current laws and regulations. Illinois provides several types of amendments that corporations can pursue, depending on the nature of the changes needed. 1. Articles of Amendment: This type of amendment allows corporations to alter specific provisions within their Certificate of Incorporation. It may involve changing the company name, increasing or decreasing authorized share capital, modifying the principal office address, updating the purposes or duration of the corporation, or amending any other provisions as permitted by state law. 2. Restated Articles of Incorporation: Instead of making specific alterations to the existing Certificate of Incorporation, corporations may choose to create a completely new document known as the Restated Articles of Incorporation. This document incorporates all previously adopted amendments and merges them into a single, consolidated version of the Certificate of Incorporation. It essentially acts as a restatement of the corporation's original articles, providing a clear and up-to-date version. 3. Articles of Merger: In cases where a corporation intends to merge with another entity, it must file Articles of Merger with the Illinois Secretary of State. This amendment effectively combines two or more corporations into one, ensuring a smooth transition of assets, liabilities, and operations. 4. Articles of Conversion: If a corporation wishes to convert into a different type of business entity, such as changing from a corporation to a limited liability company (LLC), it must file Articles of Conversion. This amendment facilitates the conversion process, allowing the corporation to maintain continuity while adopting a new legal structure. 5. Articles of Dissolution: In situations where a corporation intends to dissolve or cease its operations entirely, it must file Articles of Dissolution with the Illinois Secretary of State. This amendment marks the end of the corporation's legal existence, settling outstanding debts and distributing assets to shareholders or creditors. It is important to note that the specific requirements and procedures for amending the Certificate of Incorporation in Illinois may vary depending on the nature of the amendment. Corporations should consult the Illinois Business Corporation Act and seek legal advice to ensure compliance with all relevant laws and regulations.