How to File Amendments to Articles of Incorporation in Texas

By Mark Kennan

As your business evolves, new issues can arise that you didn't contemplate when you first submitted your articles of incorporation. To adjust to the new needs, you can amend your articles of incorporation. For example, you might want to change the name of your corporation, adjust the number of shares the corporation is authorized to issue or expand the number of members of the board of directors. However, if you don’t follow the proper procedures, the amendment can be nullified.

Step 1

Hold a vote the board of directors approving the change and agreeing to submit the amendment to the shareholders.

Step 2

Inform the shareholders of the proposed amendment between 10 and 60 days before the vote. The notice can be given in person, through regular mail or by electronic transmission.

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Step 3

Hold a shareholder vote. In Texas, two-thirds of all shareholders must approve the amendment unless otherwise specified in the articles of incorporation.

Step 4

Complete Texas Form 424, Certificate of Amendment, stating the amendment. On the form, you must include the name of the corporation, the type of entity and the amendment itself. You also have to state when the amendment takes effect and have an officer of the corporation sign stating that the appropriate steps were taken to amend the articles of incorporation.

Step 5

Submit two copies of Form 424 along with the filing fee to the Texas Secretary of State, P.O. Box 13697, Austin, TX.

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