Articles of incorporation is the official document that forms a corporation. The articles are usually filed in the office of the secretary of state where the corporation is formed. This document establishes the corporation’s official name and generally recites the purpose for which it is being formed, its duration, number of shares of stock allocated, as well as the names of the initial board of directors and registered agent, and the incorporator’s names and addresses. When the name of the corporation is changed, its registered agent replaced or other pertinent revisions occur, an amendment is filed with the secretary of state to reflect those changes.
Schedule a meeting of the board of directors to address the proposed change. The written bylaws for the corporation establish policies and procedures, including the internal procedure required to amend the articles of incorporation.
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Enact voting at the meeting that results in approval to amend the articles. An individual may vote in person or by proxy. Voting by proxy authorizes one person to vote another’s shares. The bylaws generally establish what constitutes a quorum, or the number of shareholders or board members whose votes are required for changes to be enacted. The bylaws may state which changes may be enacted by the board alone, which may require a super-majority of the board or a majority vote of the shareholders.
Prepare the amendment to the articles of incorporation. Most secretary of state websites have blank forms that you can complete, which cover most types of changes. As long as an amendment complies with state requirements, a freehand version may be used.
File the amendment with the secretary of state in the state where the business is formed, either by mail or in person. Generally, this is true for most states. Pay the filing fees, which generally vary from state to state.
Attach the original amendment that has been filed and stamped to the original articles of incorporation. Original corporate documents, along with the corporate seal, are often kept in a book or file by the secretary or other authorized officer or director. A title company, attorney or other business professional may request verification of corporate existence, as well as other pertinent information contained within the articles and amendment. Requesting parties will usually accept file-stamped photocopies or certified copies of the documents in lieu of originals.
If an amendment is not in compliance with state requirements, it may be refused by the secretary of state.
Some states may require that articles of amendment be approved by the state attorney general.
If numerous changes are to be made, the articles of incorporation may be amended and restated in its entirety by filing the restated articles with the secretary of state, or other appropriate governing body.
Certain states may require filing of corporate documents at the local level for forwarding to the secretary of state.
- Citizen Media Law Project: Corporation
- Cengage Learning: Appendix E, The Revised Model Business Corporation Act (Excerpts)
- IN.gov: IC 27-1-8, Chapter 8. Procedures for Amending Articles of Incorporation
- Maine State Legislature: Maine Revised Statutes, Title 13-B, Maine Nonprofit Corporation Act, Chapter 8, Amendment of Articles of Incorporation
- South Carolina Secretary of State Mark Hammond: Library of Forms and Fees
- Alabama Secretary of State Beth Chapman: Business Entities Division Fees
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