Can I change the number of preferential shares after a company is incorporated?

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Hi, In CA, if I incorporate a new company with 10% of the shares as preferred stock, can I change this number later (after incorporation)? Thanks a lot :-)

Attorney Answers

3
Bryant Martin ·
Yes. To do so, you must amend the Articles, by obtaining Board and Shareholder approval. Whether you need Commissioner of Corps approval depends on a couple of factors: If you have not issued any shares, no problem. If the newly authorized shares result in a change to the rights, preferences, privileges or restrictions of outstanding shares, you may need a permit unless these changes are exempt under Corp Code Sect 25103(e), which exempts everything except the 13 changes listed therein. If you just add more authorized shares without changing any of the rights, etc., you should be OK on that score. You should probably consult a business lawyer about how to do it.
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Phillip Smith ·
Possibly. You have to amend the articles of incorporation, or restate the articles to do this. You have to be careful doing this if you have issued to preferred shares to anyone so as not to dilute their interest. You also have to conform to whatever restrictions have been placed on the preferred shares in the original issue. This is a securities issues and you should consult a corporate securities attorney when you do this. Good luck! Phillip M. Smith Jr. Los Angeles Tax and Business Attorney www.worldclasslaywers.com PHONE: 855 IRSTAXBIZ
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Kenneth Sprang ·
Change of the nature of shares already authorized generally require an amendment of the Certificate or Articles of Incorporation. Such an amendment usually requires shareholder approval. You can likely make the change you wish if (1) the directors concur and recommend the same to the shareholders; (2) the shareholders concur; and (3) the change does not harm any current shareholder financially or otherwise.
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