Missouri Laws 351.095 – Certificate of amendment, contents of
1. To adopt an amendment of the articles of incorporation as provided in subsection 1 of section 351.090, a majority of the board of directors shall execute a certificate of amendment that shall be delivered to the secretary of state. The certificate of amendment shall state:
(1) The name of the corporation and, if it has been changed, the name under which it was originally organized;
Terms Used In Missouri Laws 351.095
- Amendment: A proposal to alter the text of a pending bill or other measure by striking out some of it, by inserting new language, or both. Before an amendment becomes part of the measure, thelegislature must agree to it.
- Articles of incorporation: includes the original articles of incorporation and all amendments thereto, and includes articles of merger or consolidation. See Missouri Laws 351.015
- Authorized shares: means the aggregate number of shares of stock of all classes, whether with or without par value, which the corporation is authorized to issue. See Missouri Laws 351.015
- Corporation: A legal entity owned by the holders of shares of stock that have been issued, and that can own, receive, and transfer property, and carry on business in its own name.
- following: when used by way of reference to any section of the statutes, mean the section next preceding or next following that in which the reference is made, unless some other section is expressly designated in the reference. See Missouri Laws 1.020
- State: when applied to any of the United States, includes the District of Columbia and the territories, and the words "United States" includes such district and territories. See Missouri Laws 1.020
(2) The date of the adoption of the amendment by the directors;
(3) The amendment adopted;
(4) That on the date of adoption of the amendment by the directors the corporation had not received any payment for any of its shares.
2. After the adoption of an amendment of the articles of incorporation by the requisite vote of shareholders, a certificate of amendment shall be executed by an officer of the corporation, the original copy of the certificate shall be delivered to the secretary of state. The certificate of amendment shall state:
(1) The name of the corporation and, if it has been changed, the name under which it was originally organized;
(2) The date of adoption of the amendment by the shareholders;
(3) The amendment adopted;
(4) The number of shares outstanding, the number of shares entitled to vote on the amendment and, if the shares of any class are entitled to vote thereon as a class, the number of outstanding shares of each class entitled to vote thereon;
(5) The number of shares voted for and against the amendment, respectively, and, if the shares of any class are entitled to vote thereon as a class, the number of shares of each class voted for and against the amendment, respectively;
(6) If the amendment provides for an exchange, reclassification, or cancellation of issued shares, or a reduction of the number of authorized shares of any class below the number of issued shares of that class, then a statement of the manner in which it shall be effected;
(7) If the effective date of the amendment is to be a date other than the date of filing of the certificate of amendment with the secretary of state, then the effective date, which shall be no more than ninety days following the filing date, shall be specified.