Quality Industrial Corp. has filed a Second Amended and Restated Articles of Incorporation with the Secretary of State of Nevada, effective October 2, 2026. The filing amends the company's charter to increase authorized common stock and alter governance provisions.
The primary modification involves an increase in authorized common stock from 450,000,000 shares to 1,000,000,000 shares. The company’s authorized preferred stock remains at 1,000,000 shares. The filing notes that this increase allows the company to issue additional common stock, which may dilute the ownership and voting interests of existing stockholders.
Other significant changes include:
- Asset Sales: The Board of Directors is now authorized to consummate the sale, lease, or exchange of all or substantially all of the Company’s property and assets without stockholder approval.
- Limited Liability: Liability protections for directors and officers have been expanded to the fullest extent permitted by Nevada law.
- Indemnification: The new articles require the company to indemnify directors, officers, employees, and agents, including provisions for the advancement of expenses.
- Forum Selection: Certain claims, including derivative and fiduciary-duty claims, must be brought exclusively in the Eighth Judicial District Court of Clark County, Nevada.
- Control-Shares: The company has opted out of Nevada Revised Statutes sections 78.378 through 78.3793, which previously restricted voting rights in control-share acquisitions.
- Corporate Opportunity: The company has renounced any interest in business opportunities presented to its stockholders, directors, or officers, with specific exceptions.
The amendments were approved by the Company’s Board of Directors on August 26, 2026, and by written consent of Fusion Fuel Green PLC, the holder of approximately 51.9% of the Company’s voting power, on August 31, 2026. The definitive Information Statement on Schedule 14C was mailed to stockholders on or about September 11, 2026.
