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This entry was published on 2021-04-23
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SECTION 801
Right to amend certificate of incorporation
Business Corporation (BSC) CHAPTER 4, ARTICLE 8
§ 801. Right to amend certificate of incorporation.

(a) A corporation may amend its certificate of incorporation, from
time to time, in any and as many respects as may be desired, if such
amendment contains only such provisions as might be lawfully contained
in an original certificate of incorporation filed at the time of making
such amendment.

(b) In particular, and without limitation upon such general power of
amendment, a corporation may amend its certificate of incorporation,
from time to time, so as:

(1) To change its corporate name.

(2) To enlarge, limit or otherwise change its corporate purposes.

(3) To specify or change the location of the office of the
corporation.

(4) To specify or change the post office address to which the
secretary of state shall mail a copy of any process against the
corporation served upon him.

(5) To make, revoke or change the designation of a registered agent,
or to specify or change the address of its registered agent.

(6) To extend the duration of the corporation or, if the corporation
ceased to exist because of the expiration of the duration specified in
its certificate of incorporation, to revive its existence.

(7) To increase or decrease the aggregate number of shares, or shares
of any class or series, with or without par value, which the corporation
shall have authority to issue.

(8) To remove from authorized shares any class of shares, or any
shares of any class, whether issued or unissued.

(9) To increase the par value of any authorized shares of any class
with par value, whether issued or unissued.

(10) To reduce the par value of any authorized shares of any class
with par value, whether issued or unissued.

(11) To change any authorized shares, with or without par value,
whether issued or unissued, into a different number of shares of the
same class or into the same or a different number of shares of any one
or more classes or any series thereof, either with or without par value.

(12) To fix, change or abolish the designation of any authorized class
or any series thereof or any of the relative rights, preferences and
limitations of any shares of any authorized class or any series thereof,
whether issued or unissued, including any provisions in respect of any
undeclared dividends, whether or not cumulative or accrued, or the
redemption of any shares, or any sinking fund for the redemption or
purchase of any shares, or any preemptive right to acquire shares or
other securities.

(13) As to the shares of any preferred class, then or theretofore
authorized, which may be issued in series, to grant authority to the
board or to change or revoke the authority of the board to establish and
designate series and to fix the number of shares and the relative
rights, preferences and limitation as between series.

(14) To strike out, change or add any provision, not inconsistent with
this chapter or any other statute, relating to the business of the
corporation, its affairs, its rights or powers, or the rights or powers
of its shareholders, directors or officers, including any provision
which under this chapter is required or permitted to be set forth in the
by-laws, except that a certificate of amendment may not be filed wherein
the duration of the corporation shall be reduced.

* (15) To specify, change or delete the email address to which the
secretary of state shall email a notice of the fact that process against
the corporation has been electronically served upon him or her.

* NB Effective January 1, 2023

(c) A corporation created by special act may accomplish any or all
amendments permitted in this article, in the manner and subject to the
conditions provided in this article.