Maryland 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 Maryland Amendments to Certificate of Incorporation refer to the changes or modifications made to the original certificate of incorporation filed with the state of Maryland in order to update or alter certain provisions related to a corporation's structure, operations, or governance. These amendments are crucial for a corporation's growth, compliance with legal requirements, and adaptation to changing business needs. In Maryland, there are several types of amendments that can be made to the certificate of incorporation. Some of the most common ones include: 1. Name Change Amendment: This type of amendment allows a corporation to change its legal name. It may be necessary if the current name no longer reflects the business's brand, products, or services, or if the corporation has undergone a merger or acquisition. 2. Registered Agent Amendment: An amendment to the registered agent information is made when there is a change in the agent responsible for receiving legal and official documents on behalf of the corporation. The new agent's name and address must be provided. 3. Authorized Shares Amendment: This amendment is required if a corporation wants to increase or decrease the number of shares it is authorized to issue. It is a common amendment when the corporation seeks to raise additional capital or revise its ownership structure. 4. Director and Officer Amendment: If there are changes in the composition or roles of the corporation's directors or officers, an amendment is needed to reflect these modifications. It may involve adding or removing individuals from the board of directors or appointing new officers. 5. Purpose Amendment: A purpose amendment is made when a corporation wishes to change its stated purpose or expand its business activities beyond what was initially outlined in its certificate of incorporation. 6. Capital Structure Amendment: This amendment allows a corporation to modify its capital structure by altering provisions related to stock classes, par value, voting rights, or dividends. It is typically done to adjust the corporation's financial structure to align with its current goals. 7. Dissolution Amendment: If a corporation decides to dissolve or liquidate its operations, it must file a dissolution amendment to formally notify the state of Maryland of its intention and comply with the legal requirements for winding up its affairs. To make any of these amendments, corporations in Maryland are required to submit the necessary documents, such as Articles of Amendment, along with the applicable filing fees to the Maryland Department of Assessments and Taxation. It is essential to follow the state's specific guidelines and requirements to ensure a smooth and legally compliant amendment process.

Maryland Amendments to Certificate of Incorporation refer to the changes or modifications made to the original certificate of incorporation filed with the state of Maryland in order to update or alter certain provisions related to a corporation's structure, operations, or governance. These amendments are crucial for a corporation's growth, compliance with legal requirements, and adaptation to changing business needs. In Maryland, there are several types of amendments that can be made to the certificate of incorporation. Some of the most common ones include: 1. Name Change Amendment: This type of amendment allows a corporation to change its legal name. It may be necessary if the current name no longer reflects the business's brand, products, or services, or if the corporation has undergone a merger or acquisition. 2. Registered Agent Amendment: An amendment to the registered agent information is made when there is a change in the agent responsible for receiving legal and official documents on behalf of the corporation. The new agent's name and address must be provided. 3. Authorized Shares Amendment: This amendment is required if a corporation wants to increase or decrease the number of shares it is authorized to issue. It is a common amendment when the corporation seeks to raise additional capital or revise its ownership structure. 4. Director and Officer Amendment: If there are changes in the composition or roles of the corporation's directors or officers, an amendment is needed to reflect these modifications. It may involve adding or removing individuals from the board of directors or appointing new officers. 5. Purpose Amendment: A purpose amendment is made when a corporation wishes to change its stated purpose or expand its business activities beyond what was initially outlined in its certificate of incorporation. 6. Capital Structure Amendment: This amendment allows a corporation to modify its capital structure by altering provisions related to stock classes, par value, voting rights, or dividends. It is typically done to adjust the corporation's financial structure to align with its current goals. 7. Dissolution Amendment: If a corporation decides to dissolve or liquidate its operations, it must file a dissolution amendment to formally notify the state of Maryland of its intention and comply with the legal requirements for winding up its affairs. To make any of these amendments, corporations in Maryland are required to submit the necessary documents, such as Articles of Amendment, along with the applicable filing fees to the Maryland Department of Assessments and Taxation. It is essential to follow the state's specific guidelines and requirements to ensure a smooth and legally compliant amendment process.