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An Amended and Restated Certificate of Incorporation is a legal document filed with the Secretary of State that restates, integrates, and adjusts the startups initial Articles of Incorporation (i.e. the companys Charter).
As can be gleaned from the foregoing, there are three (3) basic requirements for amending the Articles of Incorporation, namely: Majority vote of the board of directors. Written assent of the stockholders representing at least 2/3 of the outstanding capital stock. Approval by the Securities and Exchange Commission.
salesforce.com, inc., a corporation organized and existing under the laws of the State of Delaware, hereby certifies as follows: A.
The certificate must state: (1) the name of the limited partnership, which must comply with Section 15901.08; (2) the address of the initial designated office; and (3) the name and address of the initial agent for service of process in ance with paragraph (1) of subdivision (d) of Section 15901.16.
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If you wish to re-state the initial articles you must submit the Restated Articles of Incorporation form, two copies, and the $30 filing fee to California Secretary of State by mail or in person. The restated articles may include a new amendment.
The term amended and restated is used in corporate law to refer to an agreement or other document that has been amended one or more times in the past and is presented in its entirety (restated) including all amendments to date.
The amendment with the required signatures must be filed with the state agency that regulates partnerships. In many states, the office of the secretary of state enforces state laws concerning corporations, businesses and partnerships. State offices often provide forms for filing amendments.

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