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To: ColleenB who wrote (23242)1/19/1999 5:20:00 PM
From: ColleenB  Respond to of 43774
 
some more information on companies incorporated in Delaware

12 May I amend my Delaware Certificate of Incorporation after it has been filed?

12.1 Yes. To make such changes as alterations in the corporate name, the amount and classes of authorized stock, etc., a Certificate of Amendment (click here and here for more details) must be filed pursuant to Section 241 (before receipt of stock payment) or Section 242 (after receipt of stock payment, or non-stock corporation) of the General Corporation Law of the State of Delaware.

12.2 The Certificate of Amendment must be signed by the president or vice president and attested by the secretary or assistant secretary of the corporation. Neither notarization nor corporate seal are required.


and then clicking on these areas for amendments, you end up at.....

5.3 Amendments (and corrections)
Filing fee is $30 unless capital stock is increased, in which event the organization tax (see above) is computed upon the new authorized capital stock less the amount paid upon the capitalization previously authorized.

Receiving and indexing: $50
Miscellaneous: Approximately $30, or more, depending upon length of the filing


soooo.... is this saying that for as little as $30, the number of authorized shares could be changed? I see no mention of shareholder approval or any such mention along these lines. Did I miss it, I hope?

delbusinc.com



To: ColleenB who wrote (23242)1/19/1999 7:02:00 PM
From: Hunter  Read Replies (1) | Respond to of 43774
 
State registration typically involves simply designating an agent for service of process (a one-page form). The purpose of this requirement is to make it easier for customers in that state to bring suit if they feel they have a claim against the company.

The principal reason many corporations incorporate in Delaware is that, due to the number of cases that have been litigated in the Delaware courts, Delaware has a highly developed body of case law in the areas of corporate law and securities. This provides a good degree of predictability should a dispute arise. Most other states do not have a comparable body of precedent. No one wants to bring a case of first impression when their company lies in the balance.

OK, enough arcane, useless legal info for today....