A Houston Texas Amendment to Articles of Incorporation is a legal document that allows a corporation registered in Houston, Texas, to make changes to the terms of their authorized preferred stock. Preferred stock refers to a type of ownership in a corporation that has certain privileges and preferences over common stock. When a corporation wishes to make alterations to the terms of their authorized preferred stock, they must file an amendment to their Articles of Incorporation. This amendment serves as a formal notice to the State of Texas and provides detailed changes to the original terms previously stated in the Articles. There can be different types of Houston Texas Amendment to Articles of Incorporation related to changing the terms of authorized preferred stock. These may include: 1. Conversion Ratio Amendment: This amendment modifies the conversion ratio for converting preferred stock into common stock. The conversion ratio determines how many shares of common stock can be obtained in exchange for each share of preferred stock. 2. Dividend Amendment: This type of amendment alters the dividend rates or payment frequencies associated with the preferred stock. It may change the fixed dividend payments, voting rights, or other financial distributions for preferred stockholders. 3. Liquidation Preference Amendment: This amendment revises the priority and amount of payment to preferred stockholders in case of the corporation's liquidation. It can determine whether they receive a priority claim on assets and the order of payment. 4. Redemption Provision Amendment: This type of amendment modifies the conditions, terms, or dates on which the corporation can redeem or repurchase its preferred stock. It may change the redemption price, call price, or the method of redemption. 5. Anti-Dilution Provision Amendment: This amendment alters the anti-dilution provisions within the terms of preferred stock. It can adjust the mechanisms that protect the preferred stockholders against potential dilution of their ownership stake due to future issuance of common stock by the corporation. It's important to note that the specific details and provisions of each type of amendment will vary depending on the corporation's unique circumstances and requirements. The Houston Texas Amendment to Articles of Incorporation provides an avenue for corporations to modify the terms of their authorized preferred stock to better align with their current or future business needs.
Houston Texas Amendment to Articles of Incorporation to change the terms of the authorized preferred stock
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FAQ
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 use Form 424 Certificate of Amendment with The Texas Secretary of State's office to file these changes along with paying the State filing fee of $150.
The aforementioned documents, together with the amended Articles of Incorporation must be submitted to the Securities & Exchange Commission.
The most common reason that businesses change the articles of incorporation is to change members' information. It is important to amend the articles of incorporation for any major changes to avoid legal consequences.
Articles of Amendment are filed when your business needs to add to, change or otherwise update the information you originally provided in your Articles of Incorporation or Articles of Organization.
When must you amend your entity's formation documents? Changes to the entity's name. Changes in the entity's purpose. Changes in the number of authorized shares of a corporation. Changes in the type/class/series of authorized shares of a corporation.
? Unless otherwise prescribed by this Code or by special law, and for legitimate purposes, any provision or matter stated in the articles of incorporation may be amended by a majority vote of the board of directors or trustees and the vote or written assent of the stockholders representing at least two-thirds (2/3) of
Depending on the state in which the business is incorporated, unanimous agreement from all the shareholders may be required to change the articles of incorporation. Most states have changed this older, common law rule, and now only require a majority of shareholders to agree to change the articles of incorporation.
?Amended? means ?changed?, i.e., that someone has revised the document. ?Restated? means ?presented in its entirety?, i.e., as a single, complete document. Accordingly, ?amended and restated? means a complete document into which one or more changes have been incorporated.
Depending on the state in which the business is incorporated, unanimous agreement from all the shareholders may be required to change the articles of incorporation. Most states have changed this older, common law rule, and now only require a majority of shareholders to agree to change the articles of incorporation.