Maine 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

Maine Amendments to Certificate of Incorporation: An In-Depth Overview In the state of Maine, when a corporation wishes to make changes or alterations to its Certificate of Incorporation, it is required to file Maine Amendments to Certificate of Incorporation with the Secretary of State. These amendments serve as a formal means through which corporations can modify their organizational structure, purpose, or other significant provisions outlined in the original certificate. Maine Amendments to Certificate of Incorporation can encompass a range of modifications, and several distinct types exist for different purposes. Let's explore some common types of amendments that corporations in Maine may seek: 1. Name Change Amendment: This amendment allows a corporation to adjust its legal business name as desired, provided the new name meets the prescribed legal requirements and is unique. Corporations opting for a name change must ensure that the new name is not already registered by any other entity in the state. 2. Purpose Amendment: A purpose amendment allows for modifications to the corporation's stated objectives or activities specified in its Certificate of Incorporation. Corporations often seek this type of amendment to reflect changes in their business strategy, expansion into new markets, or adaptation to evolving industry trends. 3. Officer and Director Amendment: This type of amendment aims to alter the information listed in the Certificate of Incorporation regarding the corporation's officers and directors. It may involve adding or removing individuals, updating their contact details, or making changes to their respective roles and responsibilities within the organization. 4. Capital Structure Amendment: This amendment involves modifications to the capital structure of the corporation, including changes to its authorized share classes, par value, voting rights, issuance of additional shares, or altering the process of capital contributions. 5. Registered Office and Agent Amendment: The corporation can use this amendment to update its registered office address and the name of its registered agent, who acts as the point of contact for receiving legal documents on behalf of the corporation. Regardless of the type of amendment sought, the process generally involves preparing a document that outlines the proposed changes and complies with the requirements specified by the Maine Secretary of State. This document must be signed by an authorized officer or director of the corporation and filed with the Secretary of State's office, along with the requisite filing fee. Once reviewed and approved by the Secretary of State, the amendment becomes effective, and the corporation is obliged to adhere to the revised provisions outlined in the updated Certificate of Incorporation. It is essential for corporations in Maine to ensure compliance with state regulations and consult legal professionals or corporate services providers for guidance throughout the amendment process. In conclusion, Maine Amendments to Certificate of Incorporation provide corporations with the flexibility to modify key aspects of their organizational structure, purpose, or other significant provisions. Whether it's a name change, purpose amendment, officer and director amendment, capital structure amendment, or registered office and agent amendment, corporations should carefully navigate the process while abiding by the rules set forth by the Maine Secretary of State.