Wayne Michigan Amendments to certificate of incorporation

• Category: Corporations - Public - Limited Partnerships
• State: Multi-State
• County: Wayne
• 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 Title: Wayne Michigan Amendments to Certificate of Incorporation: A Comprehensive Overview Introduction: In the state of Michigan, when a corporation wishes to make changes or modifications to its certificate of incorporation, it must follow a specific process outlined by the state's laws. This article aims to provide a detailed description of Wayne Michigan Amendments to Certificate of Incorporation, including the different types of amendments and how they can impact a corporation's structure and operations. 1. Overview of Wayne Michigan Amendments to Certificate of Incorporation: The certificate of incorporation is a fundamental legal document that outlines crucial information about a corporation, including its purpose, structure, and governance. However, as circumstances change, or a corporation's goals evolve, amendments to the certificate may become necessary. Wayne Michigan Amendments to Certificate of Incorporation refers to the process by which a corporation incorporated in Wayne County, Michigan, can make changes to its certificate. 2. Types of Amendments: a) Name Change Amendment: A corporation may seek to amend its certificate of incorporation to reflect a change in its legal name. This amendment requires submitting a formal request to the appropriate government authorities and following specific guidelines outlined by the Michigan state laws. b) Principal Office Amendment: If a corporation's principal office address changes within Wayne County, Michigan, an amendment to the certificate of incorporation becomes necessary to reflect the updated address accurately. The corporation must file the necessary documents with the Michigan Department of Licensing and Regulatory Affairs (LARA). c) Purpose Amendment: When a corporation's primary objectives or purpose undergo significant changes, it must amend its certificate of incorporation to reflect this alteration. It typically involves providing detailed information about the new purpose, which may affect the corporation's operations, business activities, and structure. d) Director/Officer Amendment: In situations where there are changes in a corporation's board of directors or officers, an amendment to the certificate of incorporation may be required. This amendment ensures the certificate is updated to reflect the current individuals responsible for managing the corporation's affairs. e) Stock Amendment: If a corporation wishes to modify the rights, preferences, or other terms associated with its stock, it must file a stock amendment to the certificate of incorporation. This ensures accurate and updated information regarding the stock structure of the corporation. 3. Process of Amending the Certificate of Incorporation: To initiate any amendments mentioned above to the certificate of incorporation, a corporation must follow the legal process outlined by Michigan state laws. The corporation will typically need to complete the necessary forms, submit them to LARA, pay the required fees, and provide supporting documentation regarding the amendment sought. Conclusion: Understanding the intricacies of Wayne Michigan Amendments to Certificate of Incorporation is essential for any corporation incorporated in Wayne County, Michigan. By being aware of the different types of amendments and following the correct legal process, corporations can ensure their certificate of incorporation accurately reflects their current structure, operations, and objectives. It is always advisable for corporations to seek legal counsel to navigate the amendment process effectively.

Title: Wayne Michigan Amendments to Certificate of Incorporation: A Comprehensive Overview Introduction: In the state of Michigan, when a corporation wishes to make changes or modifications to its certificate of incorporation, it must follow a specific process outlined by the state's laws. This article aims to provide a detailed description of Wayne Michigan Amendments to Certificate of Incorporation, including the different types of amendments and how they can impact a corporation's structure and operations. 1. Overview of Wayne Michigan Amendments to Certificate of Incorporation: The certificate of incorporation is a fundamental legal document that outlines crucial information about a corporation, including its purpose, structure, and governance. However, as circumstances change, or a corporation's goals evolve, amendments to the certificate may become necessary. Wayne Michigan Amendments to Certificate of Incorporation refers to the process by which a corporation incorporated in Wayne County, Michigan, can make changes to its certificate. 2. Types of Amendments: a) Name Change Amendment: A corporation may seek to amend its certificate of incorporation to reflect a change in its legal name. This amendment requires submitting a formal request to the appropriate government authorities and following specific guidelines outlined by the Michigan state laws. b) Principal Office Amendment: If a corporation's principal office address changes within Wayne County, Michigan, an amendment to the certificate of incorporation becomes necessary to reflect the updated address accurately. The corporation must file the necessary documents with the Michigan Department of Licensing and Regulatory Affairs (LARA). c) Purpose Amendment: When a corporation's primary objectives or purpose undergo significant changes, it must amend its certificate of incorporation to reflect this alteration. It typically involves providing detailed information about the new purpose, which may affect the corporation's operations, business activities, and structure. d) Director/Officer Amendment: In situations where there are changes in a corporation's board of directors or officers, an amendment to the certificate of incorporation may be required. This amendment ensures the certificate is updated to reflect the current individuals responsible for managing the corporation's affairs. e) Stock Amendment: If a corporation wishes to modify the rights, preferences, or other terms associated with its stock, it must file a stock amendment to the certificate of incorporation. This ensures accurate and updated information regarding the stock structure of the corporation. 3. Process of Amending the Certificate of Incorporation: To initiate any amendments mentioned above to the certificate of incorporation, a corporation must follow the legal process outlined by Michigan state laws. The corporation will typically need to complete the necessary forms, submit them to LARA, pay the required fees, and provide supporting documentation regarding the amendment sought. Conclusion: Understanding the intricacies of Wayne Michigan Amendments to Certificate of Incorporation is essential for any corporation incorporated in Wayne County, Michigan. By being aware of the different types of amendments and following the correct legal process, corporations can ensure their certificate of incorporation accurately reflects their current structure, operations, and objectives. It is always advisable for corporations to seek legal counsel to navigate the amendment process effectively.