Suny said: "That's absurd. The "Articles of incorporation" are to include the "Certificate of Incorporation" and the By Laws that govern the company. The certificate can be as little as 1 page while the By-Laws can be at times a small book. Than can be hundreds of pages."
In the State of Nevada, QMC has "Articles of Incorporation" and "Bylaws", two separate documents, 4 pages and 20 pages, respectively.
In the State of Delaware, QMC will have "Certificate of Incorporation" and "Bylaws", two separate documents, 8 pages and 13 pages, respectively. See Appendices D and E in the Proxy for the new documents.
From page 6 of the Proxy: "A new certificate of incorporation of Quantum-Delaware will replace Quantum-Nevada’s current articles of incorporation."
Basically, the "Certificate of Incorporation" in Delaware and the "Articles of Incorporation" in Nevada serve the same purpose, but Delaware refers to the document by a different name, certificate of incorporation. There will be no "Articles of Incorporation" when QMC is re-incorporated in Delaware.
From the DGCL:
Title 8 of the Delaware corporate laws refers to "certificate of incorporation" over 400 times.
Can you show me where the corporation laws of Delaware require a document called "Articles of Incorporation" for a corporation incorporated in Delaware?
"no one should be making anything up." I agree.
In the State of Nevada, QMC has "Articles of Incorporation" and "Bylaws", two separate documents, 4 pages and 20 pages, respectively.
In the State of Delaware, QMC will have "Certificate of Incorporation" and "Bylaws", two separate documents, 8 pages and 13 pages, respectively. See Appendices D and E in the Proxy for the new documents.
From page 6 of the Proxy: "A new certificate of incorporation of Quantum-Delaware will replace Quantum-Nevada’s current articles of incorporation."
Basically, the "Certificate of Incorporation" in Delaware and the "Articles of Incorporation" in Nevada serve the same purpose, but Delaware refers to the document by a different name, certificate of incorporation. There will be no "Articles of Incorporation" when QMC is re-incorporated in Delaware.
From the DGCL:
Quote:Title 8 - Corporations
Chapter 1
GENERAL CORPORATION LAW
Subchapter I
Formation
§ 101 Incorporators; how corporation formed; purposes.
(a) Any person, partnership, association or corporation, singly or jointly with others, and without regard to such person's or entity's
residence, domicile or state of incorporation, may incorporate or organize a corporation under this chapter by filing with the Division
of Corporations in the Department of State a certificate of incorporation which shall be executed, acknowledged and filed in accordance
with § 103 of this title.
(b) A corporation may be incorporated or organized under this chapter to conduct or promote any lawful business or purposes, except
as may otherwise be provided by the Constitution or other law of this State.
(c) Corporations for constructing, maintaining and operating public utilities, whether in or outside of this State, may be organized
under this chapter, but corporations for constructing, maintaining and operating public utilities within this State shall be subject to, in
addition to this chapter, the special provisions and requirements of Title 26 applicable to such corporations.
(8 Del. C. 1953, § 101; 56 Del. Laws, c. 50; 70 Del. Laws, c. 186, § 1; 70 Del. Laws, c. 587, § 1; 71 Del. Laws, c. 339, § 1.)
Title 8 of the Delaware corporate laws refers to "certificate of incorporation" over 400 times.
Can you show me where the corporation laws of Delaware require a document called "Articles of Incorporation" for a corporation incorporated in Delaware?
"no one should be making anything up." I agree.
