Virginia 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

The Amendments to Certificate of Incorporation in Virginia are an essential aspect of business law that allows corporations to modify certain provisions or articles within their original incorporation document. These amendments act as legally binding changes to the initial certificate of incorporation, providing flexibility and adaptability to businesses in Virginia. Corporations may need to pursue amendments for various reasons, such as changes in corporate structure, expansion of operations, or alteration of corporate governance. One type of Virginia amendment to the certificate of incorporation is the Amendment to Articles of Incorporation. This type of amendment entails making alterations to specific articles contained within the original certificate. These articles typically encompass crucial information about the corporation, including its name, purpose, capital structure, shareholder rights, board composition, and other significant elements. Another type of amendment is the Amendment to Increase Authorized Shares. Corporations may need to increase their authorized share capital to accommodate future growth, acquisitions, or potential fundraising activities. This amendment involves adjusting the number of shares a corporation can issue, which often requires approval from the board of directors and shareholders. Additionally, corporations might seek an Amendment to Change Name, allowing them to modify their legal business name. This type of amendment can be pursued due to rebranding efforts, avoiding trademark conflicts, or aligning the company's image with its current business scope. An Amendment to Change Registered Agent is yet another type of amendment that corporations in Virginia may consider. By modifying the registered agent information, corporations update the individual or entity responsible for receiving official documents and legal notifications on their behalf. This change might occur if a corporation hires a new registered agent or if the previous agent is no longer available. Virginia Amendment to a Certificate of Incorporation often requires compliance with specific state regulations. Corporations typically need to file the amendment with the Virginia State Corporation Commission, paying the required filing fees. It is necessary to provide the amended articles or amended section of the certificate of incorporation, along with any relevant resolutions or consents obtained from shareholders or the board of directors. In conclusion, the Amendments to Certificate of Incorporation in Virginia allow corporations to modify various aspects of their original incorporation document. These changes can include altering specific articles, increasing authorized shares, changing the corporation's name, or updating the registered agent. Understanding these different types of amendments and adhering to the necessary procedures is crucial for Virginia corporations to adapt to evolving business needs and maintain compliance with state regulations.