The first step in acquiring a certificate of amendment involves the adoption of a resolution to amend the corporation's article of incorporation. The law in the state of Delaware stipulates that a majority of the corporation's shareholders must support any changes to the articles. As such, a meeting of the board of directors must be called ...
The articles of incorporation provide the general outline for the business, but the bylaws fill in the details, so those who run the company know how to carry out the duties and responsibilities associated with their roles as directors, officers, or members. The articles of incorporation are the primary legal document for the company, but the ...
Overview. The incorporation doctrine is a constitutional doctrine through which the first ten amendments of the United States Constitution (known as the Bill of Rights) are made applicable to the states through the Due Process clause of the Fourteenth Amendment. Incorporation applies both substantively and procedurally.
A new corporation founded in New York State must file a Certificate of Incorporation. This certificate is filed with the NYS Department of State (NYSDOS). Businesses should consult an attorney to learn about legal structures. Completed applications, with a fee, must be sent to the NYSDOS. Applicants are encouraged to file online.
The owners of a corporation are shareholders (also known as stockholders) who obtain interest in the business by purchasing shares of stock. Shareholders elect a board of directors, who are responsible for managing the corporation.
A stock certificate is a physical piece of paper that represents a shareholder's ownership in a company. Stock certificates include information such as the number of shares owned, the date of purchase, an identification number, usually a corporate seal, and signatures.
To change the names and address of directors, incorporators, etc. But an amendment or other change notice must be filed with your state if the registered agent changes or the resident agent's address changes. To reduce the number of authorized shares of stock.
To change the corporations officer or director information you must file the Statement of Information form. If changes occur between filing periods, you can just file a statement of information form to amend the previously filed statement. There is no fee to file an amended statement.
ShareholdersShareholders or stockholders are the owners of shares in a corporation. A shareholder may own just one share or even thousands of shares. Earlier, stock certificates were issued to denote the number of shares owned by a shareholder.
Yes. All states allow a single shareholder to create and run a corporation. And all states allow it to have just one director as well. So you can be the sole shareholder, director and officer for your company.
Conduct a special meeting involving all of the shareholders in the company. Vote on amending the corporation's Article of Incorporation to include the new partner. Type up the amendment, which should include the new partner's name, his financial contributions to the company and the amount of shares he is entitled to.
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.
Furthermore, the names of the incorporators, the first set of directors and subscribers, the initial treasurer, their original subscription and the place and date of execution of the first Articles of Incorporation cannot be amended.
To remove an officer, a corporation must obtain a majority vote of the shareholders. It is recommended that members show “just cause” for the removal of the officer. As a general rule, officers have a fiduciary duty to act in good faith, and exercise due diligence when making business decisions for the company.
How to Amend Articles of IncorporationReview 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.More items...
Vote to amend the board of directors/officers. If the majority of directors/shareholders vote in favor of changing its members/officers, then the Board can be changed.
Changing the articles of incorporation can be as simple as finding a copy of the business’s original articles of incorporation and making the suggested changes in pen or pencil. Changes can be straightforward, such as a name or address change, or they can be complex, such as changing the entire shareholder structure.
The most common reason that businesses need to change their articles of incorporation, however, is that there has been a change in personnel for the business.
Creating procedures that work for a particular business takes time, which means that the bylaws may change periodically as the company determines which methods work best for voting, meetings, elections, and other internal processes. Bylaw amendments may not involve drastic changes like articles of incorporation amendments.
The amendment process for corporate bylaws is usually easier than changing the articles of incorporation because the approval or voting requirements are often less stringent. Bylaw amendments also do not have to be filed with the Secretary of State, so businesses can skip over more formal requirements and filing fees. This convenience factor often makes bylaw amendments far more common than amending the articles of incorporation.
While articles of incorporation are used because they are legally required , bylaws may not be legally required depending on the state of incorporation.
Corporate Bylaws. Corporate bylaws are often much more in-depth compared to the articles of incorporation. They provide specific information about how a corporation will be run, including the rights and responsibilities of those who oversee the corporation.
There are a variety of asset protection, long-term planning, and tax advantages to incorporation. If any of the necessary information to incorporate in a specific state changes, then officers or directors will need to adjust the articles of incorporation to reflect how the business is actually operating. Changes that affect the articles of ...
Incorporators can be either an individuals or entities. They can also have any role in the business or be hired for this temporary process. Either way, they are responsible for the incorporation process, and this is a huge responsibility, as their signature is necessary to properly file the articles of incorporation.
Incorporator Vs. Owner. Typically, incorporators are the actual owners of the business. In such a situation, although they begin as incorporators with very little rights, they become the owners of the corporation once its existence begins.
Often times, these dummy incorporators are retained from a law firm. Once the incorporation is complete, their power over the corporation ceases, and they do not receive ownership rights.
Even if you make the decision on which type of business is best for your interests, you still have to go through a lot of paperwork. You want to consider viable alternatives. The process, called incorporating, requires abiding by both state and federal laws. An incorporator is someone who handles the details when you choose to turn your business ...
Registered Agent and Incorporator. A registered agent is an individual who must receive legal correspondence during the business’s regular hours. They have to constantly be available so as to make that decision. A registered agent is much like a doctor who is on call during the regular nine to five.
Shareholder. A shareholder is an individual who owns a percentage of your company, in a given case where the board of directors decides to issue shares. The number of shares that they are issued determines how much power they have or how many dividends they receive.
In most states, including Florida, the life of a corporation does not begin until after the articles of incorporation have been filed. Therefore, the incorporators’ job is immensely important at the outset of the corporation.
Since much of the information in the articles of incorporation relates to its initial founding , there are only a few reasons to change these articles. Primarily, articles of incorporation are amended to make major changes that the state needs to know about. These changes you must inform your state about include:
Each state also charges a fee for filing corporate amendments. Florida, for example, changes a filing fee of $35.00. 3 
The bylaws of your corporation are the rules by which your corporate board of directors operates. After you have set up your corporation by files your articles of incorporation and you have created your board of directors, the board sets out the bylaws. 5 
The Certificate of Amendment must include: The parties certifying the certificate (usually the president and secretary of the corporation) The article being amended. A statement that the amendment has been approved by the board, and. By the required number of shareholders (if there are shareholders). 4 . For details on the requirements ...
These changes you must inform your state about include: a change of address, a change in purpose, a change in your official company name, a change in your egistered agent (you must include acceptance by the new registered agent) a change in type of corporation (from a general corporation to a professional corporation, for example, ...
The name and address of the corporation's registered agent (the person or company authorized to receive business correspondence about legal matters) Names and addresses of the initial directors and of the incorporator (the person in charge of setting up the corporation). 1  2 .
Updated December 29, 2019. It's a never-ending process keeping up with changes in your corporation. Sometimes you may need to make big changes and to reflect those changes in major corporate documents, like your corporate by-laws and even the Articles of Incorporation.
Assets to consider include company logo, letterhead, service contracts, vendor contracts, sales proposals, website content, brochures, and catalogs, etc.
A new name means all of the contracts and communications the LLC uses should reflect that new name. Among the things that may need to be updated: company logo, service contracts, sales presentations and proposals, website, brochures, and company letterhead.
The name of a sole proprietorship or partnership contains the owners’ first and last names, but owners can choose to market their business under a fictitious name—also called a trade name or DBA (“Doing Business As”)—that’s more creative and interesting. Getting a DBA requires filing paperwork with the state.
Getting a DBA requires filing paperwork with the state. Some states also require that the business owner place a notice in one or more local publications to make the public aware of the DBA and who owns the business using it. If a business owner files a DBA and then later decides to change the name, they may do so if they follow the proper process.
After the DBA is set up, the next steps include creating internal and external administrative and marketing materials (such as logo, letterhead, website content, etc.) that reflect the name and establish a foundation for promoting the brand.
Cancel the existing DBA and file for a new one with the state. This involves contacting the government authority responsible for approving and registering fictitious names.
Sole Proprietors: “Write to us at the address where you filed your return, informing the Internal Revenue Service (IRS) of the name change. Note: The notification must be signed by the business owner or authorized representative.”