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California Legal Forms--Transaction Guide
 
Copyright 2016, Matthew Bender & Company, Inc., a member of the LexisNexis Group.


4-10 California Legal Forms--Transaction Guide 10.syn


Title

Amendment of Articles

Author

Matthew Bender Editorial Staff

Chapter Summary


ABSTRACT TEXT:

This chapter discusses the statutory requirements and procedures for amending the articles of incorporation of a domestic corporation. The chapter's research guide provides the relevant California constitutional provisions, statutes, and regulations, as well as the Rules of Professional Conduct for attorneys.

The legal background section of this chapter discusses a corporation's power to amend its articles, statutory and equitable limitations on that power, and the purposes for amendments. This section also explains alternative procedures, including the use of bylaws, voting agreements, voting trusts, and shareholder agreements. It discusses requirements for approval of amendments by the directors and the outstanding shares, and additional voting rights and requirements imposed by statute, the articles themselves, and the Commissioner of Corporations. This section covers procedural requirements for amendment, including actions to be taken by the directors and shareholders, as well as the filing of the certificate of amendment, the certificate of restated articles, and the certificate of correction. It also discusses amendments relating to issuer transactions, recapitalizations, and reorganizations that may require qualification by the Commissioner of Corporations, as well as any exemptions that may apply.

The transaction guide includes preliminary determinations for identifying conflicts of interest of an attorney who is amending the articles and for selecting the amendment process or an alternative method to accomplish the proposed corporate action. It also provides procedural guides for obtaining the approval of the directors and shareholders, adopting the amendment, and filing the certificate of amendment.

The forms section contains certificates of amendment (both general forms and those affecting specific changes), restated articles of incorporation, restated and amended articles of incorporation, and certificates of correction. It also includes minutes, resolutions, and written consents approving amendments to the articles by the directors and shareholders.

California Legal Forms: Transaction Guide (Matthew Bender) provides step-by-step guidance through all non-litigation business and personal transactions that are likely to arise in day-to-day practice, offering guidance through the drafting and filing of all the requisite forms. Topics include business organizations, real estate transactions, commercial transactions, wills and trust, contracts and obligations, performance of services, and personal transactions (including marital dissolution agreements). Each chapter includes four parts: a Research Guide, Legal Background, Transaction Guide, and Forms.

CORE TERMS:

Articles of Incorporation,Amendment of Articles,Approval,Written Consent,Directors,Shareholders,Outstanding Shares,Commissioner of Corporations,Certificate of Amendment,Certificate of Restated Articles,Certificate of Correction,Issuer Transaction,Securities,Recapitalization,Reorganization,Qualification,Exemption,Conflict of Interest,Board Meeting,Shareholders' Meeting

RELATED CHAPTERS: (View)

For a discussion of preincorporation planning and adoption of the articles of incorporation, see Ch. 2, Formation of Corporations; and Ch. 3, Articles of Incorporation.

For a discussion of recapitalizations and reorganizations, see Ch. 6H, Qualification of Securities; Ch. 11, Merger and Acquisition Issues; Ch. 11C, Mergers; Ch. 11D, Acquisition of Shares for Shares; and Ch. 11E, Acquisition of Assets for Shares.

For a discussion of bylaws, voting agreements, voting trusts, and shareholder agreements as alternatives to amending the articles of incorporation, see Ch. 4, Bylaws; Ch. 8B, Voting Agreements and Voting Trusts; and Ch. 8C, Close Corporation Shareholder Agreements.

For a discussion of directors' meetings and shareholders' meetings, see Ch. 5, Directors Meetings, Actions, and Resolutions; and Ch. 8A, Shareholders' Meetings, Voting, and Agreements.

For a discussion of California securities laws, see Ch. 6, Securities Regulation Issues; Ch. 6B, California Limited Offering Exemptions; Ch. 6C, California Small Offering Exemption; Ch. 6H, Qualification of Securities; and Ch. 6I, Issuance of Equity Securities.

For a discussion of articles for particular business entities, see Ch. 12C, Limited Liability Companies; Ch. 13, Nonprofit Corporations; Ch. 14, Consumer Cooperative Corporations; and Ch. 14A, Agricultural Nonprofit Cooperative Associations.

OTHER RELATED PUBLICATIONS:

For further discussion of amendments to articles of incorporation, see:
  • Ballantine & Sterling, California Corporation Laws, Ch. 11, Amendment of Articles and Bylaws; and Appendix A, Forms (Matthew BenderBallantine & Sterling, California Corporation Laws, Ch. 11, Amendment of Articles and Bylaws; and Appendix A, Forms (Matthew Bender).
  • California Small Business Guide: Formation, Operation, and Taxation, Ch. 4, Forming California Corporations (Matthew BenderCalifornia Small Business Guide: Formation, Operation, and Taxation, Ch. 4, Forming California Corporations (Matthew Bender).
  • Business Organizations with Tax Planning, Ch. 62B, Amendments to the Articles of Incorporation (Matthew BenderBusiness Organizations with Tax Planning, Ch. 62B, Amendments to the Articles of Incorporation (Matthew Bender).
  • Rabkin & Johnson, Current Legal Forms with Tax Analysis, Ch. 17, Corporate OrganizationRabkin & Johnson, Current Legal Forms with Tax Analysis, Ch. 17, Corporate Organization; and Ch. 18, Corporate Operation and Management (Matthew Bender).
For further discussion of California securities laws, see:
  • Ballantine & Sterling, California Corporation Laws, Ch. 21, Corporate Securities (Matthew BenderBallantine & Sterling, California Corporation Laws, Ch. 21, Corporate Securities (Matthew Bender).
  • California Small Business Guide: Formation, Operation, and Taxation, Ch. 3, Planning the Capital Structure (Matthew BenderCalifornia Small Business Guide: Formation, Operation, and Taxation, Ch. 3, Planning the Capital Structure (Matthew Bender).
  • Practice under the California Securities Laws, Ch. 4, General Exemptions from Qualification; Ch. 6, Procedure for Qualification of Issuer Transactions; Ch. 7, Recapitalizations and Reorganizations; and Appendix A-4, Department of Corporations Releases under the Corporate Securities Law of 1968 (Matthew Bender).
 
 
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