New Hampshire 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 New Hampshire Amendments to Certificate of Incorporation: A Comprehensive Overview In the state of New Hampshire, amendments to the certificate of incorporation play a vital role in modifying and updating various aspects of a corporation's structure and operations. These amendments are legally required when substantial changes occur within a corporation's structure, objectives, or governance. By understanding the different types of amendments, businesses can navigate important changes with ease while complying with the state's regulations. 1. Name Change Amendment: A corporation may decide to change its name due to rebranding, mergers, or other strategic reasons. This amendment requires submitting the desired new name and meeting the state's specific guidelines for name availability. 2. Registered Agent Change Amendment: Corporations must designate a registered agent to accept legal and official documents on their behalf. This type of amendment is necessary when there is a change in the registered agent, such as moving to a new location or changing third-party representation. 3. Amendment to Change Business Purpose or Activities: If a corporation intends to expand or alter its operations beyond what was originally stated in the certificate of incorporation, this amendment is required. It includes updating the purpose clause to reflect the new business activities accurately. 4. Amendment to Change Authorized Shares or Capital Structure: When a corporation plans to change its capital structure, increase or decrease the number of authorized shares, or modify the types of shares issued, this amendment is necessary to reflect the updated information accurately. 5. Amendment to Change Board of Directors or Officers: If there is a change in the board of directors or the officers of a corporation, this amendment ensures that the certificate of incorporation is updated accordingly. 6. Amendment to Change Registered Office or Principal Place of Business: When a corporation relocates its registered office or primary business location within or outside of New Hampshire, this amendment is required to update the relevant information. 7. Amendment to Modify Dissolution Provisions: If a corporation decides to dissolve, wind down its affairs, or extend the duration of its existence, this amendment is necessary to reflect the updated dissolution provisions. To file any of these amendments, the corporation must submit the required forms and fees to the New Hampshire Secretary of State, along with the original certificate of incorporation. Additionally, it is advisable to consult with legal professionals to ensure compliance with New Hampshire statutes and to avoid any potential errors or omissions during the amendment process. Understanding the different types of New Hampshire amendments to the certificate of incorporation enables businesses to stay compliant with state regulations while adapting to the ever-evolving business environment. Ensuring these amendments are filed accurately is crucial for maintaining legal standing and fostering a transparent and efficient corporate structure.

New Hampshire Amendments to Certificate of Incorporation: A Comprehensive Overview In the state of New Hampshire, amendments to the certificate of incorporation play a vital role in modifying and updating various aspects of a corporation's structure and operations. These amendments are legally required when substantial changes occur within a corporation's structure, objectives, or governance. By understanding the different types of amendments, businesses can navigate important changes with ease while complying with the state's regulations. 1. Name Change Amendment: A corporation may decide to change its name due to rebranding, mergers, or other strategic reasons. This amendment requires submitting the desired new name and meeting the state's specific guidelines for name availability. 2. Registered Agent Change Amendment: Corporations must designate a registered agent to accept legal and official documents on their behalf. This type of amendment is necessary when there is a change in the registered agent, such as moving to a new location or changing third-party representation. 3. Amendment to Change Business Purpose or Activities: If a corporation intends to expand or alter its operations beyond what was originally stated in the certificate of incorporation, this amendment is required. It includes updating the purpose clause to reflect the new business activities accurately. 4. Amendment to Change Authorized Shares or Capital Structure: When a corporation plans to change its capital structure, increase or decrease the number of authorized shares, or modify the types of shares issued, this amendment is necessary to reflect the updated information accurately. 5. Amendment to Change Board of Directors or Officers: If there is a change in the board of directors or the officers of a corporation, this amendment ensures that the certificate of incorporation is updated accordingly. 6. Amendment to Change Registered Office or Principal Place of Business: When a corporation relocates its registered office or primary business location within or outside of New Hampshire, this amendment is required to update the relevant information. 7. Amendment to Modify Dissolution Provisions: If a corporation decides to dissolve, wind down its affairs, or extend the duration of its existence, this amendment is necessary to reflect the updated dissolution provisions. To file any of these amendments, the corporation must submit the required forms and fees to the New Hampshire Secretary of State, along with the original certificate of incorporation. Additionally, it is advisable to consult with legal professionals to ensure compliance with New Hampshire statutes and to avoid any potential errors or omissions during the amendment process. Understanding the different types of New Hampshire amendments to the certificate of incorporation enables businesses to stay compliant with state regulations while adapting to the ever-evolving business environment. Ensuring these amendments are filed accurately is crucial for maintaining legal standing and fostering a transparent and efficient corporate structure.