How to Change Articles of Incorporation

By Laura Payet

How to Change Articles of Incorporation

By Laura Payet

A company's articles of incorporation are one of its founding documents. Articles of incorporation, usually filed with the state business authority's office where the company is formed, establish the corporation and include basic information about it, such as its name, principal place of business, and purpose as well as the name and address of its registered agent. Over time, some of the information in the articles of incorporation may no longer be accurate. To change them, you need to follow the procedure described in your company's bylaws for doing so. Most likely, you must obtain the board of directors' approval for the change and then submit an amendment to your state business authority.

Red speech bubble with the text "Articles of Incorporation"

If the changes you need to make to your articles of incorporation are significant, you may want to consult a business law attorney. Otherwise, follow these steps to amend your articles of incorporation.

1. Check your bylaws and state law.

First, review your company's bylaws to see what steps you must take to change the articles. And, because corporations are governed by state law, you should also check your state's law to determine whether it contains additional requirements you must satisfy. The website for your state's Secretary of State or other business authority should help you locate this information.

In general, both the bylaws and state law require the board of directors to vote on the changes. In some states, or for some types of changes, the shareholders may also be entitled to a vote.

2. Have the board of directors vote on the proposed changes.

Your bylaws should lay out the procedure for convening a board of directors' meeting. If for some reason you need to change the articles of incorporation urgently, you may need to call a special meeting. Otherwise, you can include a resolution to approve the necessary changes on the agenda for your next regularly-scheduled board meeting.

The bylaws should also tell you how many directors must be present at the meeting to have a quorum sufficient to hold a vote. Assuming you have a quorum at the meeting, present the directors with a resolution adopting the proposed changes for their approval. Be sure to record the results of the vote.

3. Hold a shareholder vote, if necessary.

In some states, or when the bylaws require it, a majority of shareholders must vote to approve the resolution following the board's approval. If not all your shareholders have voting rights, then a majority of the shareholders who are entitled to vote must agree. If you need shareholder approval, you must present the resolution adopting the proposed changes to the shareholders for their vote. Follow the procedure in your bylaws for conducting a shareholders' meeting, including all rules about providing notice of the meeting and the proposed changes in advance.

4. Prepare and file an amendment form.

Once you have obtained all the necessary approvals, you must prepare and file a form amending your articles of incorporation with your state business authority. Many states have a downloadable form on the appropriate state agency's website. When you have completed the form, submit it, usually by mail or in person, together with any necessary fees. You should receive a stamped copy of the amendment form when it's approved. Attach the stamped copy to your original articles of incorporation and keep it with your important corporate documents.

This portion of the site is for informational purposes only. The content is not legal advice. The statements and opinions are the expression of author, not LegalZoom, and have not been evaluated by LegalZoom for accuracy, completeness, or changes in the law.

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