Phoenix Arizona Amendments to certificate of incorporation

• Category: Corporations - Public - Limited Partnerships
• State: Multi-State
• City: Phoenix
• 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 Phoenix, Arizona Amendments to Certificate of Incorporation: A Comprehensive Guide The process of making amendments to a certificate of incorporation in Phoenix, Arizona is an important aspect of running a business and ensuring compliance with local regulations. This detailed description aims to provide you with an understanding of what Phoenix, Arizona amendments to a certificate of incorporation entail and the different types that exist. What is a Certificate of Incorporation? A certificate of incorporation, also known as articles of incorporation, is a legal document filed with the Arizona Corporation Commission (ACC) to form a corporation. It outlines key details about the organization, including its name, purpose, share structure, registered agent, and registered office address. Why Make Amendments to the Certificate of Incorporation? Amendments may be necessary due to various reasons, such as changes in the business structure, ownership, address, or any other revisions needed to comply with regulatory requirements. It is essential to keep the certificate of incorporation up-to-date to accurately represent the corporation's current status. Types of Phoenix, Arizona Amendments to Certificate of Incorporation: 1. Change of Corporate Name: If a corporation wishes to change its name, an amendment to the certificate of incorporation must be filed. This amendment ensures that the new name is properly recorded and recognized by the ACC. 2. Change of Registered Office or Agent: When a corporation changes its registered office address or appoints a new registered agent, an amendment is required. This amendment updates the certificate of incorporation with the new address or agent, ensuring legal compliance. 3. Alteration of Share Structure: If a corporation wants to make changes to its share structure, such as creating new classes of shares, altering voting rights, or modifying the number of authorized shares, an amendment to the certificate of incorporation is necessary. 4. Modification of Purpose or Objectives: Businesses may change their focus or diversify their activities over time. When the purpose or objectives of a corporation are modified, it is essential to amend the certificate of incorporation accordingly to reflect the new intentions. 5. Changes to Articles or Provisions: If a corporation wishes to modify any specific articles or provisions listed in the certificate of incorporation, such as restrictions on share transfers, rights of shareholders, or any other internal governance provision, an amendment is required. Procedure for Amending the Certificate of Incorporation in Phoenix, Arizona: To make amendments to a certificate of incorporation in Phoenix, Arizona, the following steps should generally be followed: 1. Prepare the Amendment: Draft an amendment document clearly stating the proposed changes and their rationale. 2. Approval by Directors/Shareholders: Obtain the necessary approvals from the corporation's directors and shareholders, as required by the corporation's bylaws or applicable laws. 3. File the Amendment: Prepare the necessary paperwork, including the completed ACC-provided form and the required filing fee. Submit the amendment to the Arizona Corporation Commission either online or in person. 4. Acknowledgment of Filing: Once the amendment is filed, the ACC examines the submitted documents. If everything is in order, they will issue an acknowledgment of filing, confirming the successful modification of the certificate of incorporation. Ensuring Compliance with Legal Requirements: While the information provided offers a general overview, it is crucial to consult legal professionals or experts well-versed in corporate law to ensure that any amendments adhere to Phoenix, Arizona's specific regulations and comply with corporate governance standards. In conclusion, the process of making amendments to a certificate of incorporation in Phoenix, Arizona is a significant step in maintaining the legal standing, accuracy, and compliance of a corporation. Understanding the different types of amendments and following the prescribed procedures are essential for a smooth and successful amendment process.

Phoenix, Arizona Amendments to Certificate of Incorporation: A Comprehensive Guide The process of making amendments to a certificate of incorporation in Phoenix, Arizona is an important aspect of running a business and ensuring compliance with local regulations. This detailed description aims to provide you with an understanding of what Phoenix, Arizona amendments to a certificate of incorporation entail and the different types that exist. What is a Certificate of Incorporation? A certificate of incorporation, also known as articles of incorporation, is a legal document filed with the Arizona Corporation Commission (ACC) to form a corporation. It outlines key details about the organization, including its name, purpose, share structure, registered agent, and registered office address. Why Make Amendments to the Certificate of Incorporation? Amendments may be necessary due to various reasons, such as changes in the business structure, ownership, address, or any other revisions needed to comply with regulatory requirements. It is essential to keep the certificate of incorporation up-to-date to accurately represent the corporation's current status. Types of Phoenix, Arizona Amendments to Certificate of Incorporation: 1. Change of Corporate Name: If a corporation wishes to change its name, an amendment to the certificate of incorporation must be filed. This amendment ensures that the new name is properly recorded and recognized by the ACC. 2. Change of Registered Office or Agent: When a corporation changes its registered office address or appoints a new registered agent, an amendment is required. This amendment updates the certificate of incorporation with the new address or agent, ensuring legal compliance. 3. Alteration of Share Structure: If a corporation wants to make changes to its share structure, such as creating new classes of shares, altering voting rights, or modifying the number of authorized shares, an amendment to the certificate of incorporation is necessary. 4. Modification of Purpose or Objectives: Businesses may change their focus or diversify their activities over time. When the purpose or objectives of a corporation are modified, it is essential to amend the certificate of incorporation accordingly to reflect the new intentions. 5. Changes to Articles or Provisions: If a corporation wishes to modify any specific articles or provisions listed in the certificate of incorporation, such as restrictions on share transfers, rights of shareholders, or any other internal governance provision, an amendment is required. Procedure for Amending the Certificate of Incorporation in Phoenix, Arizona: To make amendments to a certificate of incorporation in Phoenix, Arizona, the following steps should generally be followed: 1. Prepare the Amendment: Draft an amendment document clearly stating the proposed changes and their rationale. 2. Approval by Directors/Shareholders: Obtain the necessary approvals from the corporation's directors and shareholders, as required by the corporation's bylaws or applicable laws. 3. File the Amendment: Prepare the necessary paperwork, including the completed ACC-provided form and the required filing fee. Submit the amendment to the Arizona Corporation Commission either online or in person. 4. Acknowledgment of Filing: Once the amendment is filed, the ACC examines the submitted documents. If everything is in order, they will issue an acknowledgment of filing, confirming the successful modification of the certificate of incorporation. Ensuring Compliance with Legal Requirements: While the information provided offers a general overview, it is crucial to consult legal professionals or experts well-versed in corporate law to ensure that any amendments adhere to Phoenix, Arizona's specific regulations and comply with corporate governance standards. In conclusion, the process of making amendments to a certificate of incorporation in Phoenix, Arizona is a significant step in maintaining the legal standing, accuracy, and compliance of a corporation. Understanding the different types of amendments and following the prescribed procedures are essential for a smooth and successful amendment process.