Certificate of Amendment of Articles of Incorporation CA
It gives corporations registered in the state the right to restate or amend their article of organization at any time.3 min read updated on February 01, 2023
The certificate of amendment of articles of incorporation California gives corporations registered in the state the right to restate or amend their article of organization at any time.
Before modifying its articles of amendment, an LLC shall submit a certificate of amendment to the Secretary of State by filing a form prescribed by said Secretary of State. The form shall include the following information.
- The registered name of the LLC.
- The file number assigned by the Secretary of State to the LLC.
- Any modifications the amendment intends to make to the corporation's article of organization
In order to restate its article of organization, an LLC must fill and submit a form titled “Restated Articles of Organization” to the Secretary of State which states the following
- The LLC's present name as well as the file number assigned to it by the Secretary of State.
- The newly modified article of organization as at the filing date, except if the LLC previously filed a statement of information containing the name and address of the registered agent as well as the corporation's initial mailing and street address.
Inaccurate Information in the Articles
Subject to the statutes contained in subdivision-c of Section-17702.05 and subdivision (c) of Section-17701.12, a restatement or amendment of the article of organization becomes effective if filed by the SOC and executed by either one or more members of a member-managed LLC or one or more managers of a manager-managed LLC.
If a manager of a manager-managed LLC or a member of a member-managed LLC is aware that the article of incorporation contains inaccurate information at the point of filing or as a result of inaccuracy when modifying terms contained within, the manager or member should
- Facilitate amendments to the article.
- If circumstances warrant, a certificate of correction under Section-17702.06 or statement of information under Section-17701.14 should be filed with the Secretary of State.
LLCs are not allowed to restate their article of organization in line with subdivision c or modify its article of incorporation in line with subdivision b to change the names and address of its registered agent for service of process, its official mailing address or the designated office address.
Corporations are allowed to amend their articles of organization from time to time provided it complies with the statues contained in this chapter. Such amendments are allowed as long as the modified article contains only provisions (as at the time of filing) that are deemed lawful in its original article of organization.
Such amendments are also allowed if there is to be a cancellation or reclassification of shareholders' rights or shares or an exchange or modification of said rights and shares.
The State's Reserve Power to Authorize Lawful Amendment
The intention of the Legislature as regards the adoption of this stipulation is the excision of the state's reserve power over corporations as well as the authorization of any lawful amendment of the corporations' articles whether said articles contain provisions permitting such amendment as at the time of incorporation or not.
It is not permissible for organizations to alter statements (contained in their articles of organizations) that contains the name and address of its first director or initial agent unless it is done with the intention of correcting an error in the original statement or to delete such entries after the filing of a statement under Section-1502.
If a corporation has not issued shares, elected its directors, or included the names of directors in its original articles, any amendment to the article of incorporation may be adopted by a written statement signed by a majority of the incorporators.
If the corporation has issued out shares, the adoption of any subsequent amendments to the articles may be approved by the outstanding shares and board, either after or before the board's approval.
Notwithstanding the above stipulation, the board alone can approve amendments that make the corporation's existence perpetual or extend the life of its corporate existence if the corporation was created before August 14, 1929.
The board alone can also adopt amendments that affect a stock split including increases in the number of authorized shares. However, the corporation must not have more than one class of shares outstanding.
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