Articles of incorporation outline a corporation's business purpose, company name, board of directors, issuance of stock and other organizational details. This information can change over time, requiring you to update the company's articles of incorporation accordingly. File the amendment with same state agency that handled the company's original articles of incorporation.
Create a Draft
Draft a copy of the updated articles of incorporation to use for discussion. Hold a special meeting of the board of directors to review the proposed changes. You also can discuss the changes at the next regular meeting if you do not need to resolve the issue immediately. If you call a special meeting, make sure to provide the required notice to the board prior to the meeting date. The notice should include the time, date and location of the meeting at a minimum.
Hold a Vote
Conduct a vote on the proposal. A quorum must be present for the vote to be valid. The number of attendees required for a quorum varies based on the terms set forth in the corporation's bylaws or charter. Some states also require shareholder approval to change articles of incorporation, regardless of what is stated in the company bylaws. There may be some exceptions that do not require a vote, such as changing the corporation's address or the registered agent.
Write a Corporate Resolution
Prepare a corporate resolution if the proposed changes are approved. List each update to the articles of incorporation on a separate line. The resolution must be dated, signed by all members of the board who are in attendance, and witnessed. Mark the resolution with the company seal.
File the Forms
Request a certificate of amendment to articles of incorporation from your local Secretary of State. You also may be able to download the forms directly from the Secretary of State's website. Complete the amendment forms as required. Most states ask you to list the number of each article that will be amended along with the desired changes. Have an officer of the corporation sign and date the amendment forms. File the forms with your local Secretary of State and pay the applicable amendment fee.
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