A 2nd Amended and Restated Articles of Association Agreement is a form of agreement which is compulsorily required under the US laws to be filed with the company law board when the articles of association are amended for a second time. Articles of Association are the rules or guidelines framed by the members of the company to govern their internal affairs. It can only be amended by way of a special resolution passed by the board of directors and by a subsequent approval of the shareholders. This contract or agreement is also known as amended and restated certificate of incorporation.
Purpose of a 2nd Amended and Restated Articles of Association Agreement?
A 2nd Amended and Restated Articles of incorporation agreement is a statutorily mandated form. Articles of Association contains important information about a company such as its name, objectives, purpose behind formation, registered office address etc. These details are typically with the authorities. Any change in these, triggers the requirement of filing an amended and restated articles of incorporation. These articles serve the purpose of keeping the government intimated of any changes in the company.
Inclusions in a 2nd Amended and Restated Articles of Association Agreement ?
An amended and restated articles of association typically includes an introductory paragraph, the name of the company (both original and the changed one), date of filing the original articles of incorporation and other such details. Typically, a format may be obtained or a fresh form of agreement from scratch may be drafted.
Key Terms of a 2nd Amended and Restated Articles of Association Agreement ?
The key terms of an amended and restated articles of incorporation agreement are:
- Name: The name of the company, both original and changed need to be mentioned. If the name has been changed more than once, then all the names need to be mentioned.
- Address: The registered address of the company needs to be included. If the address has been changed then both the new and original address needs to be included.
- Purpose: Any change in purpose or objectives of the company need to be captured in this contract.
- Stock classification: If there have been any changes to the classification of the stock of the company, then the same need to be mentioned in the amended and restated articles of association.
- Voting rights: Any change in the voting rights also need to be included in the agreement.
- Dividends: If the process or pattern of paying out dividends change, or a shareholder converts from equity to preference shares, the same needs to be recorded in this contract.
Drafting of a 2nd Amended and Restated Articles of Association Agreement
The following guidelines need to be followed while drafting amended and restated articles of incorporation agreement:
- As this is a statutory form of agreement, certain basic guidelines should be drawn from the applicable law.
- If any details are mandated to be mentioned then the same must be included.
- While mentioning the name of the company and the registered address, refer to all the names and addresses including the original ones.
- Do not make any changes which are not compliant with the law.
Benefits of 2nd Amended and Restated Articles of Association Agreement
An amended and restated articles of association agreement has the following benefits:
- It helps the government authorities in keeping track of any changes which may happen in an organization under their jurisdiction.
- It gives flexibility to companies to amend their name, address and other such information.
- It records the changes which have occurred over a period of time and helps enforcement of other contracts also more efficient. For example, if company A entered into a contract with its original name and later on changed its name from A to B. Having an amended and restated article of incorporation in place will help in preventing company A from taking up the plea that it was not a party to the contract.
A 2nd amended and restated articles of incorporation form of agreement is mandated by law and is compulsorily required to be filed with the company law board. A default in the same would attract legal penalty as stipulated under various state laws.
Sample for 2nd Amended and Restated Articles of Association Agreement
A sample of the agreement can be downloaded from below.
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