Introduction
This article is a step-by-step guide to the Change Authorized Shares or Par Value workflow. This workflow allows you to create an amendment to your company's authorized shares or a change in par value (or upload documentation for these changes).
Select the link below for more information about each step in the workflow:
Running the Workflow
Getting Started
In order to legally change the company's number of authorized shares, you must have approval from the Board of Directors and Stockholders. You must also file an amendment for your company's Charter with your state of incorporation and other relevant jurisdictions.
When you begin the Change Authorized Shares or Par Value workflow, you can decide whether you would like to upload these documents because the change has already been completed outside of the system, or if you would like to generate these documents through the platform.
These steps in this workflow show the generative option of the workflow, but the upload version will ask for the same information.
Provide Key Data
The system will ask for the new number of authorized shares in your company, the new number of preferred authorized shares in your company, if applicable, the new common stock par value and the new preferred par value, if applicable. Please do not change the pre-seeded number for the fields which will not be changing. If applicable, the next page of the flow will ask you to set the preferred number of authorized shares per class.
If you are generating this information, it will also ask you for the article number from your Certificate of Incorporation that is being amended. If you are uploading this information, you will be asked to upload the Amended Certificate of Incorporation document.
Approvals
The system provides several options for obtaining Board and Stockholder approval for the change in your Certificate of Incorporation:
- You can create and solicit Board and Stockholder Approvals through the workflow in the platform (the generative path),
- You can upload fully executed versions of these documents, which could be, in either case, a consent or minutes of a meeting (the upload path),
- You can upload drafted, unsigned consents and use the system to circulate those for execution (the upload & execute path), or
- You can choose the use other method of approval option, which will allow you to queue the resolutions from this process for approval through separate Board Consent and Stockholder Consent workflows to be run at a later date.
Once the approvals have been uploaded or collected, you'll be able to move forward.
Checkpoint
At this point you will be able to review all generated documents or all uploaded documents, including your Amended Certificate of Incorporation. If you are creating these changes in the system, the next step will send your documents out for review and signatures. If you are uploading these changes into the platform, moving forward will finish the workflow and will document these changes in your account.
If you are generating the changes, after your approvals and signatures have been collected, you will arrive at a Download Delaware Filing and Submit Evidence step.
Filing With Delaware
This step in the flow will only appear if you are generating these changes through the system. It will generate the Amended Certificate of Incorporation.
Note: It is your duty to file this information with the State of Delaware and pay any related filing fees, including fees from your registered agent, should you choose to engage them to handle the filing for you. You will find instructions on how to do so on this screen.
Once you receive your filing back from Delaware, you'll want to upload the document on this screen as well.
Once you complete the upload, the workflow will be done, and these changes will be recorded in your company's account.
Screenshots are for illustrative purposes only.
Fidelity does not provide legal or tax advice. The information herein is general in nature and should not be considered legal or tax advice. Consult an attorney or tax professional regarding your specific situation.
Fidelity Private Shares LLC provides cap table management and other administrative services to private companies and their equity compensation plans.
Fidelity Private Shares LLC
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