How do you amend a corporation?

Obtain articles of amendment of the articles of incorporation (sometimes called the certificate of amendment of articles of incorporation) from your state's Secretary of State.Obtain a copy of the original articles of incorporation.Propose the change in the articles of incorporation to the Board of Directors.

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Amendments to certificate of incorporation

Santa Clara California Amendments to certificate of incorporation

Name: Santa Clara California Amendments to certificate of incorporation
Brand: US Legal Forms
Rating: 4.79 (272 reviews)

Category:

Corporations - Public - Limited Partnerships

State:

Multi-State

County:

Santa Clara

Control #:

US-CC-10-173

Format:

Instant download

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

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FAQ

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.

Obtain articles of amendment of the articles of incorporation (sometimes called the certificate of amendment of articles of incorporation) from your state's Secretary of State.Obtain a copy of the original articles of incorporation.Propose the change in the articles of incorporation to the Board of Directors.

Changing a corporation to an LLC is not an impossible task, but the traditional way of doing so can be quite complicated and expensive, as it requires you to first form a new LLC, then to transfer the assets and liabilities of the corporation to the new LLC and exchange shareholders' shares for LLC memberships and then

To make a change to your California LLC Articles of Organization, you have two options: you can amend your Articles, or you can restate your Articles.

The Amendment to the Articles of Organization must be filed with the California Secretary of State, Business Programs Division by mail, in person, or online. There are filing fees, but they can change from time to time. Consult the Secretary of State's website for the most up-to-date information.

As can be gleaned from the foregoing, there are three (3) basic requirements for amending the Articles of Incorporation, namely: Majority vote of the board of directors. Written assent of the stockholders representing at least 2/3 of the outstanding capital stock. Approval by the Securities and Exchange Commission.

You'll need to file an amendment with the state, and take note of additional requirements. For example: In most cases, you can report the change of address for your nonprofit in your annual filing. Again, this will depend on the state and may need to be filed with other agencies.

The easiest way to amend the Articles is to draft, adopt, and file a Certificate of Amendment of Articles of Incorporation. For a name change only, the Secretary of State offers a simple form that can be used. A Certificate of Amendment may be appropriate for minor other changes.

To amend (change, add or delete) provisions contained in the Articles of Incorporation, it is necessary to prepare and file with the California Secretary of State a Certificate of Amendment of Articles of Incorporation in compliance with California Corporations Code sections 900-910.

You will want to use the Statement of Information form to file changes to your office address and/or mailing address. If changes occur between required statements, you can just file a statement of information form to amend the previously filed statement. There is no fee to file an amended statement.

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Santa Clara County in carrying out the purposes of this act. City of San José Permit Center.Attn: Supervising Planner. Jobs 1 - 10 of 110 — Please indicate your preference in the supplemental section of the application. 600 City elected officers. Completing the Business Property Statement (571 L) -- Business Division. This is the First Amendment to the Agreement between the County of Santa Clara. Find out your tax, insurance and license obligations are when you run your business from home. It is the largest public parade in the Southern Hemisphere and one of Australia's most cherished events.

Santa Clara California Amendments to certificate of incorporation

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