Minnesota Amendment and Restatement of Certificate of Incorporation is a legal document that companies in Minnesota used to make changes to their original certificate of incorporation. This document includes detailed information about the modifications made to the company's founding document, along with an exhibit that further illustrates these changes. In Minnesota, there are several types of Amendments and Restatements of Certificate of Incorporation: 1. Name Change Amendment: This amendment is filed when a company wishes to change its legal name. It involves updating the certificate of incorporation to reflect the new name of the entity. 2. Registered Agent Amendment: A registered agent is an individual or entity appointed by a corporation to receive legal documents on its behalf. When there is a change in the registered agent, an amendment is filed to update this information in the certificate of incorporation. 3. Authorized Shares Amendment: An amendment to the certificate of incorporation may be required when a company intends to increase or decrease its authorized shares. This amendment details the changes made to the authorized share capital. 4. Director or Officer Amendment: If there are changes to the board of directors or key officers within the company, an amendment can be filed to update this information in the certificate of incorporation. It may include adding or removing directors/officers and updating their information. 5. Purpose Amendment: In certain situations, a company may wish to modify its stated purpose in the certificate of incorporation. This can be achieved through a purpose amendment, which outlines the new goals or activities of the entity. 6. Amendment to Shareholder Rights: If there is a need to change or modify the rights of the shareholders, an amendment is filed to update the certificate of incorporation accordingly. This amendment includes details regarding the revised shareholder rights and any associated changes. The exhibit accompanying the Minnesota Amendment and Restatement of Certificate of Incorporation provides supplementary documents, such as revised articles of incorporation or supplementary agreements. These exhibits are included to provide a comprehensive understanding of the changes made and to ensure transparency in the corporate governance. Overall, the Minnesota Amendment and Restatement of Certificate of Incorporation serves as a legal instrument for companies to modify, update, or clarify various aspects of their original certificate of incorporation. By filing the relevant amendment and providing necessary exhibits, companies can ensure compliance with state laws and accurately reflect any changes affecting their corporate structure and operations.