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
Texas Amendments to certificate of incorporation
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Typically, an amendment to the Articles of Incorporation must be confirmed by a greater majority (2/3 or 3/4 depending on the jurisdiction) of the votes cast by the shareholders at a special general meeting.
To update your Texas LLC's Certificate of Formation, you'll file a Certificate of Amendment with the Texas Secretary of State. Texas charges a $150 fee for filing a Certificate of Amendment, which can be done by mail, in person, or online.
This form is designed to provide a standardized amendment. form to effect a change of name for the filing entity. If the legal name of the entity is to be changed, state the new name of the entity in section 1.
To amend your corporation in Texas, there is a $150 filing fee required. Expedited service is available for an additional $25.
Articles of Incorporation must be amended to alert the state to major changes. Changes that qualify for state notification include changes to: address. company name.
Generic Procedure Plan to Amend a Company's Articles Firstly, the directors must convene a board meeting and provide appropriate notice. The director must obtain a quorum to approve the proposal and submit a resolution to the shareholders to amend the company's articles.
How to Amend Articles of Incorporation Review the bylaws of the corporation. ... A board of directors meeting must be scheduled. ... Write the proposed changes. ... Confirm that the board meeting has enough members attending to have a quorum so the amendment can be voted on. Propose the amendment during the board meeting.
The process of amending a corporation's articles is typically done through a special resolution. This can be achieved by a resolution approved by no less than two-thirds of the votes cast at a meeting of shareholders, or by a written resolution signed by all eligible shareholders.