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Must we list Supermajority Approval requirements for Shareholders and the Board in our Articles of Incorporation?

Los Angeles, CA |

Does this also apply to a two-thirds majority requirement when forming a Quorum of Board members? Or should these points appear only in the Bylaws and Shareholder Agreement?

Attorney Answers 3


Alternative 2 - Bylaws and Shareholder agreement(s).

The above is general legal and business analysis. It is not "legal advice" but analysis, and different lawyers may analyse this matter differently, especially if there are additional facts not reflected in the question. I am not your attorney until retained by a written retainer agreement signed by both of us. I am only licensed in California. See also terms and conditions item 9, incorporated as if it was reprinted here.

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The requirements for matters to be included in the filed Articles of Incorporation are fairly simple and specific - and generally, it is a good idea to keep the Articles to the minimum requirements. Your corporation's by-laws should contain the supermajority voting requirements.

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Articles of Incorporation should be simple and limited to only the essential information. Rules of corporate government and rights of shareholders should be reserved for Bylaws and Shareholder Agreements respectively. You should have a lawyer help you draft both documents.

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