Ohio 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 Ohio Amendments to Certificate of Incorporation refer to the changes made to the original document that legally establishes a corporation in the state of Ohio. These amendments can be filed to modify various aspects of the certificate of incorporation, ensuring that the corporation's structure and operations align with its evolving needs and comply with state laws and regulations. There are several types of Ohio Amendments to Certificate of Incorporation, each serving a specific purpose. These include: 1. Name Change Amendment: This amendment is filed when a corporation wants to modify its name, either to rebrand itself or to address any conflicts with existing trademarks or legal entities. The new name must comply with Ohio's regulations regarding corporate entity names. 2. Registered Agent Amendment: When a corporation changes its registered agent, the designated individual or entity responsible for receiving legal documents and correspondence on behalf of the corporation, an amendment is required. This ensures that the most up-to-date information is on file with the Ohio Secretary of State. 3. Authorized Shares Amendment: If a corporation wishes to increase or decrease the number of authorized shares of stock outlined in its certificate of incorporation, it must file an amendment. This amendment specifies the new number of shares permissible for issuance, affecting the corporation's capital structure. 4. Purpose Amendment: In case a corporation intends to expand or modify its stated purpose of existence, it must file a purpose amendment. This change must be consistent with Ohio's laws and the corporation's ongoing activities. 5. Director/Officer Amendment: When there are changes in the board of directors or officers within a corporation, an amendment is required. This ensures that the Ohio Secretary of State has the most current information regarding those responsible for the management and decision-making of the corporation. 6. Registered Office/Principal Place of Business Amendment: If there are changes to the registered office address or principal place of business of a corporation, this amendment is filed so that the Ohio Secretary of State maintains accurate records and knows where the corporation is located. Overall, Ohio Amendments to Certificate of Incorporation enable corporations to adapt to changes in their structure and operations, ensuring compliance with Ohio's legal framework. By accurately reflecting these modifications through amendments, corporations can maintain transparency, accountability, and legal validity in their day-to-day affairs.

Ohio Amendments to Certificate of Incorporation refer to the changes made to the original document that legally establishes a corporation in the state of Ohio. These amendments can be filed to modify various aspects of the certificate of incorporation, ensuring that the corporation's structure and operations align with its evolving needs and comply with state laws and regulations. There are several types of Ohio Amendments to Certificate of Incorporation, each serving a specific purpose. These include: 1. Name Change Amendment: This amendment is filed when a corporation wants to modify its name, either to rebrand itself or to address any conflicts with existing trademarks or legal entities. The new name must comply with Ohio's regulations regarding corporate entity names. 2. Registered Agent Amendment: When a corporation changes its registered agent, the designated individual or entity responsible for receiving legal documents and correspondence on behalf of the corporation, an amendment is required. This ensures that the most up-to-date information is on file with the Ohio Secretary of State. 3. Authorized Shares Amendment: If a corporation wishes to increase or decrease the number of authorized shares of stock outlined in its certificate of incorporation, it must file an amendment. This amendment specifies the new number of shares permissible for issuance, affecting the corporation's capital structure. 4. Purpose Amendment: In case a corporation intends to expand or modify its stated purpose of existence, it must file a purpose amendment. This change must be consistent with Ohio's laws and the corporation's ongoing activities. 5. Director/Officer Amendment: When there are changes in the board of directors or officers within a corporation, an amendment is required. This ensures that the Ohio Secretary of State has the most current information regarding those responsible for the management and decision-making of the corporation. 6. Registered Office/Principal Place of Business Amendment: If there are changes to the registered office address or principal place of business of a corporation, this amendment is filed so that the Ohio Secretary of State maintains accurate records and knows where the corporation is located. Overall, Ohio Amendments to Certificate of Incorporation enable corporations to adapt to changes in their structure and operations, ensuring compliance with Ohio's legal framework. By accurately reflecting these modifications through amendments, corporations can maintain transparency, accountability, and legal validity in their day-to-day affairs.