Posted On: 12/20/2016 11:20:19 AM
Post# of 22462
The "Articles of Incorporation" are part of the company's Nevada State Charter. In Delaware, the company will have a "Certificate of Incorporation", not "Articles of Incorporation".
The new Delaware "Certificate of Incorporation" is included in its entirety in the Proxy as Appendix D.The shareholders will be reviewing the Delaware "Certificate of Incorporation" in the final proxy prior to the proxy vote. If re-incorporation is approved by the shareholder, that "Certificate of Incorporation" will be filed with the SOS in Delaware.
"substantially in the form" means that the document in the Proxy will need to be properly formatted, signed and dated for submission, so not technically identical to what is in Appendix D.
The new Delaware "Certificate of Incorporation" is included in its entirety in the Proxy as Appendix D.The shareholders will be reviewing the Delaware "Certificate of Incorporation" in the final proxy prior to the proxy vote. If re-incorporation is approved by the shareholder, that "Certificate of Incorporation" will be filed with the SOS in Delaware.
Quote:
Assuming that our stockholders approve this proposal, we will cause the reincorporation to be effected as soon as practicable thereafter by filing with the Secretary of State of the State of Nevada articles of conversion, substantially in the form attached to this proxy statement as Appendix B, and will file with the Secretary of State of the State of Delaware (i) a certificate of conversion, substantially in the form attached to this proxy statement as Appendix C and (ii) a certificate of incorporation, which will govern our company as a Delaware corporation, substantially in the form attached to this proxy statement as Appendix D.
"substantially in the form" means that the document in the Proxy will need to be properly formatted, signed and dated for submission, so not technically identical to what is in Appendix D.
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