Kentucky 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 The Kentucky Amendments to Certificate of Incorporation refer to changes made to the original document filed when forming a corporation. These amendments allow a corporation to modify certain details or provisions of its certificate of incorporation, ensuring the document remains up-to-date and reflective of the company's evolving needs. In Kentucky, there are several types of Amendments to Certificate of Incorporation that can be made, including: 1. Name Amendment: This amendment allows a corporation to change its legal name as stated in the original certificate of incorporation. It may be necessary if the company wants to rebrand, modify its focus, or resolve any conflicts with existing trademarks. 2. Registered Office/Agent Amendment: This type of amendment permits a corporation to update or change its registered office address within the state. This is particularly useful when a company moves to a new location or wants to appoint a different registered agent responsible for receiving legal and official documents on behalf of the corporation. 3. Duration Amendment: If a corporation was initially formed with a specific expiration date, a duration amendment can be used to extend or remove the predetermined termination date. This ensures the company continues to exist indefinitely unless dissolved voluntarily or by court order. 4. Authorized Share Amendment: This amendment allows a corporation to increase or decrease the number of authorized shares it can issue. Increasing authorized shares might be necessary to accommodate future fundraising or stock options for employees. Decreasing authorized shares may be needed to consolidate ownership or maintain compliance with regulatory requirements. 5. Purpose Amendment: The purpose amendment allows a corporation to modify or expand its stated objectives or activities. This can be useful if a corporation wants to diversify, engage in new business ventures, or update its purpose to align with changing industry trends. 6. Director/Officer Amendment: A corporation may use this amendment to change or add directors or officers to its governing board. It ensures that the corporation's leadership structure is accurate and reflects the individuals responsible for making key decisions. 7. Other Amendments: Apart from the mentioned types, a Kentucky corporation may also make other amendments to its certificate of incorporation to address specific needs, such as changes to shareholder rights, voting procedures, or corporate governance provisions. In conclusion, the Kentucky Amendments to Certificate of Incorporation are essential legal documents that allow corporations to modify various aspects of their original certificate of incorporation. These modifications can include changes to the company's name, registered office, duration, authorized shares, purpose, and leadership. Each amendment serves a specific purpose in maintaining an accurate and updated representation of the corporation's structure and operations.

The Kentucky Amendments to Certificate of Incorporation refer to changes made to the original document filed when forming a corporation. These amendments allow a corporation to modify certain details or provisions of its certificate of incorporation, ensuring the document remains up-to-date and reflective of the company's evolving needs. In Kentucky, there are several types of Amendments to Certificate of Incorporation that can be made, including: 1. Name Amendment: This amendment allows a corporation to change its legal name as stated in the original certificate of incorporation. It may be necessary if the company wants to rebrand, modify its focus, or resolve any conflicts with existing trademarks. 2. Registered Office/Agent Amendment: This type of amendment permits a corporation to update or change its registered office address within the state. This is particularly useful when a company moves to a new location or wants to appoint a different registered agent responsible for receiving legal and official documents on behalf of the corporation. 3. Duration Amendment: If a corporation was initially formed with a specific expiration date, a duration amendment can be used to extend or remove the predetermined termination date. This ensures the company continues to exist indefinitely unless dissolved voluntarily or by court order. 4. Authorized Share Amendment: This amendment allows a corporation to increase or decrease the number of authorized shares it can issue. Increasing authorized shares might be necessary to accommodate future fundraising or stock options for employees. Decreasing authorized shares may be needed to consolidate ownership or maintain compliance with regulatory requirements. 5. Purpose Amendment: The purpose amendment allows a corporation to modify or expand its stated objectives or activities. This can be useful if a corporation wants to diversify, engage in new business ventures, or update its purpose to align with changing industry trends. 6. Director/Officer Amendment: A corporation may use this amendment to change or add directors or officers to its governing board. It ensures that the corporation's leadership structure is accurate and reflects the individuals responsible for making key decisions. 7. Other Amendments: Apart from the mentioned types, a Kentucky corporation may also make other amendments to its certificate of incorporation to address specific needs, such as changes to shareholder rights, voting procedures, or corporate governance provisions. In conclusion, the Kentucky Amendments to Certificate of Incorporation are essential legal documents that allow corporations to modify various aspects of their original certificate of incorporation. These modifications can include changes to the company's name, registered office, duration, authorized shares, purpose, and leadership. Each amendment serves a specific purpose in maintaining an accurate and updated representation of the corporation's structure and operations.