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This document outlines the amended and restated certificate of incorporation for Eastman Chemical Company, detailing its name, registered office, purpose, powers, capital stock, board of directors,

How to fill out amended and restated certificate

How to fill out Amended and Restated Certificate of Incorporation

1. Obtain the original Certificate of Incorporation and review its contents.
2. Identify the sections that need to be amended or updated.
3. Draft the amended sections clearly, ensuring any changes are compliant with state laws.
4. Include a statement that the Certificate is amended and restated.
5. Review the entire document for accuracy and completeness.
6. Secure the necessary approvals from the board of directors and shareholders.
7. Prepare a filing fee and submit the amended and restated certificate to the appropriate state office.
8. Confirm receipt of your filing and maintain a copy for your records.

Who needs Amended and Restated Certificate of Incorporation?

1. Corporations that need to change their existing structure, such as modifying the number of authorized shares, changing the name, or altering the purpose of the business.
2. Companies that are undergoing mergers, acquisitions, or significant operational changes.
3. Organizations aiming to consolidate their governing documents for clarity and compliance.

People Also Ask about

What is an amended and restated LLC agreement?

An amended and restated limited liability company agreement is a legal document that's drafted any time a change is made in the original LLC company agreement.

What is the difference between restated and amended?

“Amended” means that the document has “changed”– that someone has revised the document. “Restated” means “presented in its entirety”, — as a single, complete document. ingly, “amended and restated” means a complete document into which one or more changes have been incorporated.

What does it mean when a trust is amended and restated?

A question that can arise as the changes mount up over the years is whether the original trust should be amended or whether the entire trust should be “restated,” that is, the full trust is altered and executed again rather than a much shorter document which simply amends the original trust.

What is the legal effect of an amended and restated agreement?

As an alternative and by contrast, an Amendment & Restatement Agreement replaces the contract in its current state in its entirety but in its amended form. Going forward, the parties only need to refer to a single document to understand the latest contractual terms and position.

What is the difference between amended and restated and restated?

“Amended” means that the document has “changed”– that someone has revised the document. “Restated” means “presented in its entirety”, — as a single, complete document. ingly, “amended and restated” means a complete document into which one or more changes have been incorporated.

How to file amended and restated articles of incorporation in California?

Restated Articles of Incorporation can be mailed to Secretary of State, Document Filing Support Unit, 1500 11th Street, 3rd Floor, Sacramento, CA 95814 or delivered in person (drop off) to the Sacramento office. Certificates of Amendment are filed only in the Secretary of State's Sacramento office.

What does "amended certificate" mean?

Certificate of Amendment Definition. Certificate of Amendment is a legal document that a company files to officially change or modify its articles of incorporation or organization, typically to update information like the company's name, address, or the number of authorized shares.

What is the difference between amended and restated articles of incorporation?

While the Articles of Amendment boil down to making an informational change to your original articles, the Restated Articles of Organization or Incorporation is a complete rewrite of your original articles.

For pdfFiller’s FAQs

What is Amended and Restated Certificate of Incorporation?

An Amended and Restated Certificate of Incorporation is a legal document that consolidates and amends an existing Certificate of Incorporation, incorporating all previous amendments and changes into a single document.

Who is required to file Amended and Restated Certificate of Incorporation?

Generally, corporations that seek to update or make significant changes to their existing Certificate of Incorporation, such as changes to the company's name, purpose, stock structure, or other major provisions, are required to file an Amended and Restated Certificate of Incorporation.

How to fill out Amended and Restated Certificate of Incorporation?

To fill out an Amended and Restated Certificate of Incorporation, a corporation typically needs to include the name of the corporation, the amendments being made, the date of the adoption of the amendments, and any other required information as per state law. It often involves completing a specific form provided by the state’s Secretary of State.

What is the purpose of Amended and Restated Certificate of Incorporation?

The purpose of an Amended and Restated Certificate of Incorporation is to provide a clear, updated record of a corporation’s governing documents in a consolidated form, reflecting all changes and amendments to ensure compliance with state laws and corporate governance.

What information must be reported on Amended and Restated Certificate of Incorporation?

The information that must be reported typically includes the corporation's name, the text of the amended provisions, the effective date of the amendments, the purpose of the corporation, details about the stock, and any necessary declarations as required by state-specific laws.