California Corporations Code 907 – (a) The certificate of amendment shall establish the wording of …
(a) The certificate of amendment shall establish the wording of the amendment or amended articles by one or more of the following means:
(1) By stating that the articles shall be amended to read as therein set forth in full.
Terms Used In California Corporations Code 907
- 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.
- State: means the State of California, unless applied to the different parts of the United States. See California Education Code 77
(2) By stating that any provision of the articles, which shall be identified by the numerical or other designation given it in the articles or by stating the wording thereof, shall be stricken from the articles or shall be amended to read as set forth in the certificate.
(3) By stating that the provisions set forth therein shall be added to the articles.
(b) If the purpose of the amendment is to effect a stock split or reverse stock split or to reclassify, cancel, exchange, or otherwise change outstanding shares, the amended articles shall state the effect thereof on outstanding shares.
(c) In the event of an amendment to change the statement of authorized shares from a single class of shares to two classes, the shares outstanding immediately prior to the amendment are automatically considered to be the same number of shares of the common stock class. If the designation of only one of the two classes includes “common,” that class is the common stock class. If the designation of both classes or of neither class includes “common” but one of the two classes has limited or no voting rights, the class whose voting rights are not limited is the common stock class for the purpose of this subdivision. This subdivision has no application if the amendment of articles includes a statement of the effect of the amendment on outstanding shares pursuant to subdivision (b).
(d) An amendment which adds or eliminates a stated par value or changes the stated par value and which does not also state the effect of the amendment on outstanding shares is not thereby subject to subdivision (b).
(Amended by Stats. 1985, Ch. 764, Sec. 1.)