Amending Articles Of Incorporation Of A Company

by ryan on January 11, 2018




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Amending Articles Of Incorporation Templates

 

The articles of incorporation templates are considered as the primary charter and the constitution of a corporate entity. The need for amending the articles of incorporation arises with the changing times and circumstances.

The most common need for amending the articles of incorporation arises when any new laws are passed by government authorities. Since all companies have to work in accordance with the law of the land, it becomes necessary that the articles of incorporation be amended as and when the need to do this arises.

Templates

Another common need for amending the articles of incorporation arises when any large scale changes are made in the way the organization functions. In the case of a merger with another company or when the company takes over any other company, the articles of incorporation may need to be amended.

The most common change brought about by amending the constitution of a company is that in the name of organization. Since the name of a corporation is specified in the articles of incorporation, it becomes necessary that the articles of incorporation be amended to reflect the new company name in all legal documentation.

Amending the articles of incorporation is possible by following a set procedure that conforms to the articles of incorporation law..

The procedure to amend the articles of constitution as followed in the State of Kentucky is given below. Almost every other state follows the same or a similar procedure.

The first step of amending the articles of incorporation lays down that a vote is required to bring out a certain amendment. The board of directors of the company has to follow a set procedure. Here, the board of directors shall bring out an amendment that would be laid in front of all members eligible to cast a vote. This vote may be cast in a specially arranged meeting or in the annual general body meeting. Each member, eligible to cast a vote, shall be provided a copy of the proposed amendment.

Alternatively, a summary of the proposed changes may be provided. This is to be provided in a timeframe decided by Kentucky Revised Statutes (KRS). Similarly, notification about the voting dates should also be included in the proposed amendment. The proposed amendment shall only be considered adopted, in case it gets a minimum of two-thirds of the votes of members present and voting or those who are allowed to be represented by proxies.

Where no vote is required, the proposed amendments must be laid in front of the board of directors of the company. Here, if the majority vote of the members of the board of directors is attained, the amendment shall be deemed to be passed. There is no restriction on the number of proposed amendments that can be submitted for a vote. The amendments shall than be included in the articles of incorporation, which shall be done in a defined procedure.

Amending articles of incorporation allows an organization to adapt itself according to the changing times.




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