Prepare an amendment to change a corporation's name
Key facts
- Human involvement
- YellowClose supervision
- How AI is used
- Draft the name-change amendment from the current name and the proposed name the lawyer supplies, and leave the approving-vote blanks empty. State law governs, and the lawyer confirms the governing state. For example, the Delaware General Corporation Law. Delaware is the most common state of incorporation.
- What the lawyer must review
- After a corporation has received payment for any of its stock, § 242 allows the certificate to be amended, and § 242(a)(1) includes a change of the corporate name. The amended certificate may contain only what could lawfully be put in an original certificate filed at that time, so the new name still has to satisfy § 102. Section 242(b)(1): the board adopts a resolution setting forth the amendment, declaring it advisable, and either calling a special meeting of the stockholders entitled to vote or directing that the amendment be considered at the next annual meeting. Notice of that meeting is given under § 222, which you open. The notice sets forth the amendment in full or a brief summary of the changes, unless it is a notice of internet availability of proxy materials under the rules under the Securities Exchange Act of 1934. Where a stockholder vote is required, the statute is satisfied if a majority of the outstanding stock entitled to vote, and a majority of the outstanding stock of each class entitled to vote as a class, is voted in favor. The section also allows the certificate to be filed if no stockholder vote is required. You decide whether this name change requires a stockholder vote. Section 242(b)(2) lists the changes that entitle a class to vote as a class. A change of name is not in that list. You still read (b)(2) and the certificate. If the certificate requires a greater vote, § 242(b)(4) requires that greater vote to change the provision. Before any payment for stock, § 241 allows the amendment, adopted by a majority of the incorporators if directors were not named or have not been elected, or by a majority of the directors if they were named or have been elected and qualified. The certificate certifies that the corporation has not received any payment for any of its stock, or that it has no members, as applicable, and is filed under § 103. You read the sentence on persons who are substantially and adversely affected. You check the name against § 102, including its waivers, before anything is filed. State law governs, and the lawyer confirms the governing state. For example, the Delaware General Corporation Law. Delaware is the most common state of incorporation.
- Written for / version
- United States versionUS
Who does what
| Role | What they do |
|---|---|
| Assistance | Potential support includes preparing preliminary structure or wording. Confirm the tool’s capability and permitted scope. |
| Lawyer | Set the scope, supervise the work closely, verify every part relied on, resolve omissions and exceptions, and approve the exact output. |
Checklist
- Trace every relied-on figure to its source, confirm dates and assumptions, and independently recalculate totals or derived amounts.
- Check the current court or regulator requirements, prescribed form and attachments for the intended document and filing.
- Verify the applicable jurisdiction and the version of each relevant law, rule or instrument in force at the material time.
- Confirm the output against the client’s instructions and the complete relevant source material, including omissions or contradictions.
- Resolve exceptions and record the responsible lawyer’s approval of the exact output and intended use.