Articles of Incorporation - Amendment

for Your State
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This Kit provides forms and guidelines for amending your corporation's Articles of Incorporation.

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An Amendment to Articles of Incorporation is for use when original articles of incorporation must be amended. When amendments to corporate articles are required, the board of directors and the shareholders must approve resolutions to amend the articles beforehand. In most instances a Certificate of Amendment, or similar document, must be filed with the state of incorporation. This procedure will ensure that public record reflects all acts taken by the corporation.

This Amendment to Articles of Incorporation for your state includes the following:
  • Amendment to Articles of Incorporation Checklist
  • Resolution of Board of Directors Adopting Amendment to Articles of Incorporation
  • Resolution and Consent of Shareholders Approving Amendment of Articles of Incorporation
  • Certificate of Amendment of Articles of Incorporation

Protect Yourself, your Rights and your Business by using our professionally prepared up-to-date forms.

This attorney-prepared packet contains:
  1. General Information
  2. Amendment to Articles of Incorporation for use in your state
State Law Compliance: This form complies with the laws of your state
This is the content of the form and is provided for your convenience. It is not necessarily what the actual form looks like and does not include the information, instructions and other materials that come with the form you would purchase. An actual sample can also be viewed by clicking on the "Sample Form" near the top left of this page.











Amendment to Articles of Incorporation Packet







This Packet Includes:
1. Instructions and Checklist
2. General Information
3. Amendment to Articles of Incorporation Checklist
4. Sample Resolution of Board of Directors Adopting
    Amendment to Articles of Incorporation
5. Sample Resolution and Consent of Shareholders
    Approving Amendment to Articles of Incorporation
6. Sample Certificate of Amendment of Articles of
    Incorporation
7. Amendment to Articles of Incorporation Packet





Instructions and Checklist
Amendment to Articles of Incorporation Packet


   Under most state corporation laws, the Articles of Incorporation are amended by a process that includes both the directors of the corporation and its shareholders.  The process outlined in this packet requires that the directors approve a resolution adopting the amendment and calling for a meeting of the shareholders.  At the shareholders meeting, the shareholders then approve the amendment to the articles.  Finally, a Certificate of Amendment is prepared.  The final step is the filing of the Certificate with the state.

   Note that in your state, there may be a state-supplied form for Amendments to Articles of Incorporation available for download off the web.  Please check your Secretary of States website for form downloads and other state-specific information.





General Information
Amendment to Articles of Incorporation Packet


This kit provides tools and guidelines for amending your corporations Articles of Incorporation.

Amendments to the Articles of Incorporation may sometimes be required by changing business circumstances.  However, in general, amendments should be infrequent and reserved only for situations that require a substantial change in the manner in which the corporation conducts its business.  Generally, amendments to Articles of Incorporation require that the corporation file a Certificate of Amendment or some similar form with the state.  This procedure ensures that the public record of the corporations existence reflects the actual management of the corporation.

NOTE:  Filing any amendments to the Articles of Incorporation with the state may require that a state fee be paid.  In some states, this fee can be substantial.  Please consult your Secretary of States website for details regarding filing requirements and fees.






DISCLAIMER:

FindLegalForms, Inc. (“FLF”) is not a law firm and does not provide legal advice.  The use of these materials is not a substitute for legal advice. Only an attorney can provide legal advice.  An attorney should be consulted for all serious legal matters.  No Attorney-Client relationship is created by use of these materials.  

THESE MATERIALS ARE PROVIDED “AS-IS.  FLF DOES NOT GIVE ANY EXPRESS OR IMPLIED WARRANTIES OF MERCHANTABILITY, SUITABILITY OR COMPLETENESS FOR ANY OF THE MATERIALS FOR YOUR PARTICULAR NEEDS.  THE MATERIALS ARE USED AT YOUR OWN RISK.  IN NO EVENT WILL:  I) FLF, ITS AGENTS, PARTNERS, OR AFFILIATES; OR II) THE PROVIDERS, AUTHORS OR PUBLISHERS OF ITS MATERIALS, BE RESPONSIBLE OR LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, OR CONSEQUENTIAL DAMAGES (INCLUDING, BUT NOT LIMITED TO, PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES; LOSS OF USE, DATE OR PROFITS; OR BUSINESS INTERRUPTION) HOWEVER USED AND ON ANY THEORY OF LIABILITY, WHETHER IN CONTRACT, STRICT LIABILITY, OR TORT (INCLUDING NEGLIGENCE OR OTHERWISE) ARISING IN ANY WAY OUT OF THE USE OF THESE MATERIALS. 


Amendment to Articles of Incorporation Checklist



?   A special meeting of the board of directors is called for the purpose of proposing an amendment to the Articles of Incorporation

?   Proper notice (or waivers) of the meeting is provided to all directors

?   At the board meeting, a resolution is adopted proposing an amendment and calling for a special shareholders meeting (a sample resolution is included in this packet)

?   Proper notice (or waivers) of the meeting is provided to all shareholders

?   At the shareholders meeting, a resolution is adopted approving the amendment (a sample resolution is included in this packet)

?   The secretary of the corporation prepares a Certificate of Amendment of the Articles of Incorporation (a sample certificate is included in this packet)

?   The secretary of the corporation files the certificate with the state corporation department and pays the proper fees

?   The secretary of the corporation files a copy of the certificate in the corporate record book

Resolution of Board of Directors of _________________
Adopting Amendment to Articles of Incorporation


A meeting of the board of directors of this corporation was duly called and held on ____________, 20 ___, at _____ oclock ___ . m., at the offices of the corporation located at _______________. A quorum of the board of directors was present and at the meeting it was decided, by majority vote, that it is advisable to amend the Articles of Incorporation.

Therefore, it is
RESOLVED, that Articles of Incorporation of this corporation be amended in the following manner:








It is further
RESOLVED, that a special meeting of the shareholders of this corporation be held on ____________, 20 ___, at _____ oclock ___ . m. at the offices of the corporation located at ____________________ for the purpose of obtaining shareholder approval of this amendment.  The Secretary is directed to give appropriate notice to all shareholders entitled to attend this meeting.  The officers of this corporation are hereby authorized to perform all necessary acts to carry out this resolution.


The undersigned, ____________________ , certifies that he or she is the duly elected Secretary of this corporation and that the above is a true and correct copy of the resolution that was duly adopted at a meeting of the board of directors that was held in accordance with state law and the bylaws of the corporation on ____________, 20 ___.  I further certify that such resolution is now in full force and effect.


Dated: ____________ , 20 ___
Corporate Seal

_____________________________________
Signature of Secretary of Corporation


_____________________________________
Printed Name of Secretary of Corporation



Resolution and Consent of Shareholders of ________
Approving Amendment to Articles of Incorporation


A meeting of the shareholders of this corporation was duly called and held on _________, 20 ___, at _____ oclock ___ . m., at the offices of the corporation located at _______________.  A quorum of the shareholders was present, in person or by proxy, and at the meeting it was decided, by vote of holders of a majority of outstanding shares, that the Articles of Incorporation of this corporation be amended.

Therefore, it is
RESOLVED, that the Articles of Incorporation of this corporation be amended as follows:




























Shareholders holding a majority of outstanding shares of stock in this corporation have signed this resolution and consent to this amendment.  The secretary of this corporation is authorized to prepare and execute an official Certificate of Amendment to the Articles of Incorporation and file and record this certificate as required.  The officers of this corporation are authorized to perform all necessary acts to carry out this resolution.
Signature of Shareholder                 Printed Name of Shareholder

______________________________________      _____________________________________
______________________________________      _____________________________________
______________________________________      _____________________________________
______________________________________      _____________________________________
______________________________________      _____________________________________
______________________________________      _____________________________________
______________________________________      _____________________________________
______________________________________      _____________________________________
______________________________________      _____________________________________


The undersigned, ____________________, certifies that he or she is the duly elected secretary of this corporation and that the above is a true and correct copy of the resolution that was duly adopted at a meeting of the shareholders that was held in accordance with state law and the bylaws of the corporation on ____________, 20 ___.  I further certify that such resolution is now in full force and effect.


Dated: ____________ , 20 ___
Corporate Seal


_____________________________________
Signature of Secretary of Corporation


_____________________________________
Printed Name of Secretary of Corporation





Certificate of Amendment of Articles of Incorporation
of ___________________


Pursuant to law and the bylaws of this corporation, a special meeting of the shareholders of this corporation was held on ____________, 20 ___, at _____ oclock ___ . m., at the offices of the corporation located at _______________.

At this meeting, it was resolved by a vote of the holders of a majority of shares entitled to vote on this matter that the Articles of Incorporation of this corporation be amended to read as follows:

















 
The undersigned, ___________________, certifies that he or she is the duly elected secretary of this corporation and that the above is a true and correct copy of the Amendment to the Articles of Incorporation that was duly adopted at a meeting of the shareholders that was held in accordance with state law and the bylaws of the corporation on ____________, 20 ___.

 
Dated: ____________ , 20 ___
Corporate Seal

_____________________________________
Signature of Secretary of Corporation


_____________________________________
Printed Name of Secretary of Corporation
Number of Pages7
DimensionsDesigned for Letter Size (8.5" x 11")
EditableYes (.doc, .wpd and .rtf)
UsageUnlimited number of prints
Product number#22800
This is the content of the form and is provided for your convenience. It is not necessarily what the actual form looks like and does not include the information, instructions and other materials that come with the form you would purchase. An actual sample can also be viewed by clicking on the "Sample Form" near the top left of this page.











Amendment to Articles of Incorporation Packet







This Packet Includes:
1. Instructions and Checklist
2. General Information
3. Amendment to Articles of Incorporation Checklist
4. Sample Resolution of Board of Directors Adopting
    Amendment to Articles of Incorporation
5. Sample Resolution and Consent of Shareholders
    Approving Amendment to Articles of Incorporation
6. Sample Certificate of Amendment of Articles of
    Incorporation
7. Amendment to Articles of Incorporation Packet





Instructions and Checklist
Amendment to Articles of Incorporation Packet


   Under most state corporation laws, the Articles of Incorporation are amended by a process that includes both the directors of the corporation and its shareholders.  The process outlined in this packet requires that the directors approve a resolution adopting the amendment and calling for a meeting of the shareholders.  At the shareholders meeting, the shareholders then approve the amendment to the articles.  Finally, a Certificate of Amendment is prepared.  The final step is the filing of the Certificate with the state.

   Note that in your state, there may be a state-supplied form for Amendments to Articles of Incorporation available for download off the web.  Please check your Secretary of States website for form downloads and other state-specific information.





General Information
Amendment to Articles of Incorporation Packet


This kit provides tools and guidelines for amending your corporations Articles of Incorporation.

Amendments to the Articles of Incorporation may sometimes be required by changing business circumstances.  However, in general, amendments should be infrequent and reserved only for situations that require a substantial change in the manner in which the corporation conducts its business.  Generally, amendments to Articles of Incorporation require that the corporation file a Certificate of Amendment or some similar form with the state.  This procedure ensures that the public record of the corporations existence reflects the actual management of the corporation.

NOTE:  Filing any amendments to the Articles of Incorporation with the state may require that a state fee be paid.  In some states, this fee can be substantial.  Please consult your Secretary of States website for details regarding filing requirements and fees.






DISCLAIMER:

FindLegalForms, Inc. (“FLF”) is not a law firm and does not provide legal advice.  The use of these materials is not a substitute for legal advice. Only an attorney can provide legal advice.  An attorney should be consulted for all serious legal matters.  No Attorney-Client relationship is created by use of these materials.  

THESE MATERIALS ARE PROVIDED “AS-IS.  FLF DOES NOT GIVE ANY EXPRESS OR IMPLIED WARRANTIES OF MERCHANTABILITY, SUITABILITY OR COMPLETENESS FOR ANY OF THE MATERIALS FOR YOUR PARTICULAR NEEDS.  THE MATERIALS ARE USED AT YOUR OWN RISK.  IN NO EVENT WILL:  I) FLF, ITS AGENTS, PARTNERS, OR AFFILIATES; OR II) THE PROVIDERS, AUTHORS OR PUBLISHERS OF ITS MATERIALS, BE RESPONSIBLE OR LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, OR CONSEQUENTIAL DAMAGES (INCLUDING, BUT NOT LIMITED TO, PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES; LOSS OF USE, DATE OR PROFITS; OR BUSINESS INTERRUPTION) HOWEVER USED AND ON ANY THEORY OF LIABILITY, WHETHER IN CONTRACT, STRICT LIABILITY, OR TORT (INCLUDING NEGLIGENCE OR OTHERWISE) ARISING IN ANY WAY OUT OF THE USE OF THESE MATERIALS. 


Amendment to Articles of Incorporation Checklist



?   A special meeting of the board of directors is called for the purpose of proposing an amendment to the Articles of Incorporation

?   Proper notice (or waivers) of the meeting is provided to all directors

?   At the board meeting, a resolution is adopted proposing an amendment and calling for a special shareholders meeting (a sample resolution is included in this packet)

?   Proper notice (or waivers) of the meeting is provided to all shareholders

?   At the shareholders meeting, a resolution is adopted approving the amendment (a sample resolution is included in this packet)

?   The secretary of the corporation prepares a Certificate of Amendment of the Articles of Incorporation (a sample certificate is included in this packet)

?   The secretary of the corporation files the certificate with the state corporation department and pays the proper fees

?   The secretary of the corporation files a copy of the certificate in the corporate record book

Resolution of Board of Directors of _________________
Adopting Amendment to Articles of Incorporation


A meeting of the board of directors of this corporation was duly called and held on ____________, 20 ___, at _____ oclock ___ . m., at the offices of the corporation located at _______________. A quorum of the board of directors was present and at the meeting it was decided, by majority vote, that it is advisable to amend the Articles of Incorporation.

Therefore, it is
RESOLVED, that Articles of Incorporation of this corporation be amended in the following manner:








It is further
RESOLVED, that a special meeting of the shareholders of this corporation be held on ____________, 20 ___, at _____ oclock ___ . m. at the offices of the corporation located at ____________________ for the purpose of obtaining shareholder approval of this amendment.  The Secretary is directed to give appropriate notice to all shareholders entitled to attend this meeting.  The officers of this corporation are hereby authorized to perform all necessary acts to carry out this resolution.


The undersigned, ____________________ , certifies that he or she is the duly elected Secretary of this corporation and that the above is a true and correct copy of the resolution that was duly adopted at a meeting of the board of directors that was held in accordance with state law and the bylaws of the corporation on ____________, 20 ___.  I further certify that such resolution is now in full force and effect.


Dated: ____________ , 20 ___
Corporate Seal

_____________________________________
Signature of Secretary of Corporation


_____________________________________
Printed Name of Secretary of Corporation



Resolution and Consent of Shareholders of ________
Approving Amendment to Articles of Incorporation


A meeting of the shareholders of this corporation was duly called and held on _________, 20 ___, at _____ oclock ___ . m., at the offices of the corporation located at _______________.  A quorum of the shareholders was present, in person or by proxy, and at the meeting it was decided, by vote of holders of a majority of outstanding shares, that the Articles of Incorporation of this corporation be amended.

Therefore, it is
RESOLVED, that the Articles of Incorporation of this corporation be amended as follows:




























Shareholders holding a majority of outstanding shares of stock in this corporation have signed this resolution and consent to this amendment.  The secretary of this corporation is authorized to prepare and execute an official Certificate of Amendment to the Articles of Incorporation and file and record this certificate as required.  The officers of this corporation are authorized to perform all necessary acts to carry out this resolution.
Signature of Shareholder                 Printed Name of Shareholder

______________________________________      _____________________________________
______________________________________      _____________________________________
______________________________________      _____________________________________
______________________________________      _____________________________________
______________________________________      _____________________________________
______________________________________      _____________________________________
______________________________________      _____________________________________
______________________________________      _____________________________________
______________________________________      _____________________________________


The undersigned, ____________________, certifies that he or she is the duly elected secretary of this corporation and that the above is a true and correct copy of the resolution that was duly adopted at a meeting of the shareholders that was held in accordance with state law and the bylaws of the corporation on ____________, 20 ___.  I further certify that such resolution is now in full force and effect.


Dated: ____________ , 20 ___
Corporate Seal


_____________________________________
Signature of Secretary of Corporation


_____________________________________
Printed Name of Secretary of Corporation





Certificate of Amendment of Articles of Incorporation
of ___________________


Pursuant to law and the bylaws of this corporation, a special meeting of the shareholders of this corporation was held on ____________, 20 ___, at _____ oclock ___ . m., at the offices of the corporation located at _______________.

At this meeting, it was resolved by a vote of the holders of a majority of shares entitled to vote on this matter that the Articles of Incorporation of this corporation be amended to read as follows:

















 
The undersigned, ___________________, certifies that he or she is the duly elected secretary of this corporation and that the above is a true and correct copy of the Amendment to the Articles of Incorporation that was duly adopted at a meeting of the shareholders that was held in accordance with state law and the bylaws of the corporation on ____________, 20 ___.

 
Dated: ____________ , 20 ___
Corporate Seal

_____________________________________
Signature of Secretary of Corporation


_____________________________________
Printed Name of Secretary of Corporation
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Reviews: 1


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Easy to use. No problem filing with the Secretary of State. Filing clerk was surprised that I had the correct form and that the form was filled out properly.


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