HB 329 Summary

• Removes limitations on reasons for incorporator unavailability and allows successor actions to be taken by persons on whose behalf the incorporator was acting as employee or agent.

• Permits directors and stockholders to execute consents in advance (up to 60 days prior) that become effective at a future time, including escrow arrangements, without requiring the person to hold the position at the time of execution.

• Allows voting trust agreements and amendments to be delivered to either the registered office or principal place of business of the corporation.

• Authorizes corporations to amend certificates to change corporate name or delete historical provisions regarding incorporators, initial board members, and initial subscribers without stockholder approval.

• Modifies Section 251(h) merger procedures by removing the "interested stockholder" restriction, clarifying consummation timing, and specifying that only shares irrevocably accepted and received by the depositary count toward the required ownership threshold; effective August 1, 2014.