Cuyahoga Ohio Amendments to certificate of incorporation

• Category: Corporations - Public - Limited Partnerships
• State: Multi-State
• County: Cuyahoga
• 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 Cuyahoga Ohio Amendments to Certificate of Incorporation: The Cuyahoga Ohio Amendments to Certificate of Incorporation refer to modifications made to the original document establishing a corporation's legal existence within Cuyahoga County, Ohio. These amendments include revisions or additions to the company's name, purpose, registered agent, board of directors, authorized shares, and other organizational details. Types of Cuyahoga Ohio Amendments to Certificate of Incorporation: 1. Name Change Amendment: This type of amendment is filed when a corporation wishes to alter its name officially. It could be due to rebranding, mergers, or any other strategic decision. The amendment process requires submitting the requested new corporate name to the Ohio Secretary of State's office for approval. 2. Purpose Modification Amendment: Corporations sometimes need to revise or expand their stated purpose outlined in their original certificate of incorporation. This type of amendment allows the corporation to update its stated objectives, goals, or activities as it evolves or enters into new business ventures. 3. Registered Agent Amendment: A registered agent is the individual or entity designated to receive legal documents and correspondence on behalf of the corporation. When a corporation changes its registered agent for any reason, such as a change in representation or location, it must file this type of amendment with the Ohio Secretary of State's office. 4. Board of Directors Amendment: If there is a need to alter the composition of a corporation's board of directors, an amendment is required. This could include adding or removing directors, changing their roles, or updating their contact information. The amendment ensures the corporation's records accurately reflect the current board structure. 5. Authorized Shares Amendment: When a corporation wants to change the number of authorized shares it can issue or modify the classes/types of shares offered, it must file an authorized shares' amendment. This is typically done to accommodate fundraising activities, stock splits, or to bring the corporation in line with evolving business needs. It is essential to note that the specific requirements and procedures for filing Cuyahoga Ohio Amendments to Certificate of Incorporation may vary, and it is advisable to consult legal professionals or the Ohio Secretary of State's office for detailed guidance.

Cuyahoga Ohio Amendments to Certificate of Incorporation: The Cuyahoga Ohio Amendments to Certificate of Incorporation refer to modifications made to the original document establishing a corporation's legal existence within Cuyahoga County, Ohio. These amendments include revisions or additions to the company's name, purpose, registered agent, board of directors, authorized shares, and other organizational details. Types of Cuyahoga Ohio Amendments to Certificate of Incorporation: 1. Name Change Amendment: This type of amendment is filed when a corporation wishes to alter its name officially. It could be due to rebranding, mergers, or any other strategic decision. The amendment process requires submitting the requested new corporate name to the Ohio Secretary of State's office for approval. 2. Purpose Modification Amendment: Corporations sometimes need to revise or expand their stated purpose outlined in their original certificate of incorporation. This type of amendment allows the corporation to update its stated objectives, goals, or activities as it evolves or enters into new business ventures. 3. Registered Agent Amendment: A registered agent is the individual or entity designated to receive legal documents and correspondence on behalf of the corporation. When a corporation changes its registered agent for any reason, such as a change in representation or location, it must file this type of amendment with the Ohio Secretary of State's office. 4. Board of Directors Amendment: If there is a need to alter the composition of a corporation's board of directors, an amendment is required. This could include adding or removing directors, changing their roles, or updating their contact information. The amendment ensures the corporation's records accurately reflect the current board structure. 5. Authorized Shares Amendment: When a corporation wants to change the number of authorized shares it can issue or modify the classes/types of shares offered, it must file an authorized shares' amendment. This is typically done to accommodate fundraising activities, stock splits, or to bring the corporation in line with evolving business needs. It is essential to note that the specific requirements and procedures for filing Cuyahoga Ohio Amendments to Certificate of Incorporation may vary, and it is advisable to consult legal professionals or the Ohio Secretary of State's office for detailed guidance.