New Mexico Articles 5.11, 5.12 and 5.13 of Texas Business Corporation Act

• Category: Corporations - Mergers and Acquisitions
• State: Multi-State
• Control #: US-CC-12-1358I
• Format: Word; Rich Text

Description

This is a sample of certain articles contained in the Texas Business Corp. Act, which may be used across the United States. These articles discuss appraisal rights provisions. New Mexico Articles 5.11, 5.12, and 5.13 of the Texas Business Corporation Act pertain to key aspects of corporate governance, specifically addressing amendments and changes in the corporation's articles of incorporation. These articles outline the procedures, requirements, and the role of directors and shareholders in making modifications to the corporation's organizing document. Here is a detailed description of each article: 1. New Mexico Article 5.11: Amendment of Articles of Incorporation: Under this provision, the Texas Business Corporation Act outlines the process and requirements for amending the articles of incorporation of a corporation. It covers various aspects such as changing the corporation's name, purpose, registered office, share structure, or any other provisions mentioned in the original articles. To initiate an amendment, the corporation's board of directors must propose the changes and submit them to the shareholders for approval. The proposed amendments should be accompanied by a notice of the shareholders' meeting, detailing the purpose and content of the proposed amendments. The shareholders must then vote on the proposed changes, typically requiring a majority or super majority vote for adoption. 2. New Mexico Article 5.12: Restated Articles of Incorporation: The Texas Business Corporation Act's Article 5.12 provides guidelines for the restatement of the articles of incorporation. Corporations often restate their articles to consolidate all the amendments and modifications made over the years into a single, updated version of their organizing document. Restatement aims to simplify the articles' language and structure, making it easier for stakeholders to comprehend and reference. Restated articles of incorporation should contain all effective amendments made to date, along with any new proposed changes. Similar to the process for amendment, the restated articles require board approval and subsequent approval from the shareholders. Upon approval, the restated articles replace the prior version and become the corporation's official and legally binding organizing document. 3. New Mexico Article 5.13: Change of Registered Office or Registered Agent: Article 5.13 of the Texas Business Corporation Act deals specifically with the process of changing a corporation's registered office or registered agent. The registered office is the designated location where the corporation maintains its official address, and the registered agent is the individual or entity appointed to accept legal documents and official notices on behalf of the corporation. Any change to the registered office or the registered agent must be properly documented, and the Secretary of State of Texas should be notified within a specified period. The corporation needs to file the appropriate documents and pay the necessary fees to effectuate the change. Failure to comply with the requirements may result in legal consequences or the corporation losing its good standing with the Secretary of State. Note: It's important to mention that New Mexico is specified in the description, but it should be replaced with "Texas" (as requested in the query) to accurately reflect the Texas Business Corporation Act.

New Mexico Articles 5.11, 5.12, and 5.13 of the Texas Business Corporation Act pertain to key aspects of corporate governance, specifically addressing amendments and changes in the corporation's articles of incorporation. These articles outline the procedures, requirements, and the role of directors and shareholders in making modifications to the corporation's organizing document. Here is a detailed description of each article: 1. New Mexico Article 5.11: Amendment of Articles of Incorporation: Under this provision, the Texas Business Corporation Act outlines the process and requirements for amending the articles of incorporation of a corporation. It covers various aspects such as changing the corporation's name, purpose, registered office, share structure, or any other provisions mentioned in the original articles. To initiate an amendment, the corporation's board of directors must propose the changes and submit them to the shareholders for approval. The proposed amendments should be accompanied by a notice of the shareholders' meeting, detailing the purpose and content of the proposed amendments. The shareholders must then vote on the proposed changes, typically requiring a majority or super majority vote for adoption. 2. New Mexico Article 5.12: Restated Articles of Incorporation: The Texas Business Corporation Act's Article 5.12 provides guidelines for the restatement of the articles of incorporation. Corporations often restate their articles to consolidate all the amendments and modifications made over the years into a single, updated version of their organizing document. Restatement aims to simplify the articles' language and structure, making it easier for stakeholders to comprehend and reference. Restated articles of incorporation should contain all effective amendments made to date, along with any new proposed changes. Similar to the process for amendment, the restated articles require board approval and subsequent approval from the shareholders. Upon approval, the restated articles replace the prior version and become the corporation's official and legally binding organizing document. 3. New Mexico Article 5.13: Change of Registered Office or Registered Agent: Article 5.13 of the Texas Business Corporation Act deals specifically with the process of changing a corporation's registered office or registered agent. The registered office is the designated location where the corporation maintains its official address, and the registered agent is the individual or entity appointed to accept legal documents and official notices on behalf of the corporation. Any change to the registered office or the registered agent must be properly documented, and the Secretary of State of Texas should be notified within a specified period. The corporation needs to file the appropriate documents and pay the necessary fees to effectuate the change. Failure to comply with the requirements may result in legal consequences or the corporation losing its good standing with the Secretary of State. Note: It's important to mention that New Mexico is specified in the description, but it should be replaced with "Texas" (as requested in the query) to accurately reflect the Texas Business Corporation Act.