Case study · Corporate changes · Director appointment
Changing directors across 150+ US registrations
AT A GLANCE
Our client: A fast-growing US data center company
.01 PORTFOLIO
- 150+ US registrations, domiciled in 21 states and registered in all states
.02 SERVICES
- Corporate changes
- Resolution drafting
- Signatory management
- State filings and records updates
.03 RESULTS
- All US registrations up-to-date
How a company replaced its directors across 150+ US entities without taking its team off their day-to-day work
The client needed to remove two directors and appoint two new ones across more than 150 US entities (domicile + foreign registrations). Kalexius ran the project entity by entity, from checking each entity’s articles to filing the changes with each state and returning complete records.
THE SITUATION
The client needed to replace the directors of more than 150 US entities (domicile + foreign registrations) and at the same time, change the number of directors on each board.
Every change had to be properly authorized, documented and filed with the right secretary of state. Some of the entities were also registered to do business in other states, where the change had to be reported too.
The in-house team did not have the capacity to run a project of that size alongside its day-to-day work.
WHAT WE DID
We ran the project end to end, entity by entity. We coordinated with every internal and external stakeholder, reported progress to the client throughout, and filed all the documents in the client’s records.
- Pre-check. For each entity, we reviewed the articles of incorporation for any limit on the number of board seats or any classes of directors.
- Documents. We prepared resignation letters for the outgoing directors, board resolutions accepting the resignations and appointing their successors, and shareholder written consents where the bylaws required them.
- Signatures. We collected signatures from every outgoing director, board member and shareholder involved.
- State filings. We prepared the filings for each state of formation, and the matching filings in every state where an entity was registered to do business.
- Submission and tracking. We submitted the filings, paid the state fees and followed each one through to approval.
- Records. We obtained certified copies of the approved changes and uploaded the signed documents and stamped filings to the client’s document repository, so each entity’s records were complete and in one place.
RESULTS
- 150+ US registrations updated with new directors and the new board size in place.
- Every filing approved in 21 states, including the filings in states where entities were registered to do business.
- Complete records. Signed documents, stamped filings and certified copies for each entity, all in the client’s document repository.
- Little time from the client’s team. Its involvement was limited to providing the entity list and approving.
A change across dozens or hundreds of entities?
We run it entity by entity, from the first pre-check to the last certified copy, in every state.