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Proposal to amend the articles of incorporation to increase...

Fulton Georgia Proposal to amend the articles of incorporation to increase authorized common stock and eliminate par value with amendment

Name: Fulton Georgia Proposal to amend the articles of incorporation to increase authorized common stock and eliminate par value with amendment
Brand: US Legal Forms
Rating: 4.65 (446 reviews)

Category:

Corporations - Public - Changes Affecting Capital Stock

State:

Multi-State

County:

Fulton

Control #:

US-CC-3-190B

Format:

Instant download

Description

This sample form, a detailed Proposal to Amend the Articles of Incorporation to Increase Authorized Common Stock and Eliminate Par Value w/Amendment document, is a model for use in corporate matters. The language is easily adapted to fit your specific circumstances. Available in several standard formats.

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How to fill out Fulton Georgia Proposal To Amend The Articles Of Incorporation To Increase Authorized Common Stock And Eliminate Par Value With Amendment?

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SEC. The articles of incorporation of a nonstock corporation may be amended by the vote or written assent of majority of the trustees and at least two-thirds (2/3) of the members. The original and amended articles together shall contain all provisions required by law to be set out in the articles of incorporation.

The number of authorized shares is typically higher than those actually issued, which allows the company to offer and sell more shares in the future if it needs to raise additional funds.

The vote usually takes place at a formal meeting of the corporation (annual meeting or other) and shareholders must be advised of the proposed change before the meeting. If the shareholders approve the change to the articles of incorporation, the amended document must be attested to by the corporate secretary.

The number of authorized shares can be increased by the shareholders of the company at annual shareholder meetings, provided a majority of the current shareholders vote for the change.

The number of authorized shares per company is assessed at the company's creation and can only be increased or decreased through a vote by the shareholders. If at the time of incorporation the documents state that 100 shares are authorized, then only 100 shares can be issued.

Typically, you can't just make an amendment saying you now have a new par value. Instead, the most common way that corporations change their par value is with a stock split (or reverse stock split). A stock split is exactly what it sounds like: a division of shares.

If a company wants to increase its authorized share capital, it has to amend its corporate charter, which usually requires a vote from its shareholders. This shareholder approval is important because a company issuing more shares will ultimately dilute the ownership of its current investors.

These purposes may include: conversion of debt to equity, raising capital, providing equity incentives to employees, officers or directors, establishing strategic relationships with other companies, and expanding the Company's business or product lines through the acquisition of other businesses or products.

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.

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Fulton Georgia Proposal to amend the articles of incorporation to increase authorized common stock and eliminate par value with amendment

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What is the vote required to amend the Articles of Incorporation of a stock corporation?

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