Key Takeaways

  • A certificate of amendment of articles of incorporation allows corporations to formally change details in their original incorporation documents.
  • Amendments can address changes such as business name, purpose, stock structure, registered agent, or duration of existence.
  • States require specific information in the filing, including the corporation’s name, amended provisions, and signatures from authorized officers.
  • The process usually involves board approval, shareholder approval (if applicable), and submission to the Secretary of State with filing fees.
  • Failure to file amendments correctly can affect compliance status, ability to raise capital, or enforceability of contracts.

The certificate of amendment of the certificate of incorporation gives corporate entities the right to amend their certificates of incorporation.

Statutes concerning the amendment of certificates of incorporation stipulate the following:

(a)From time to time, corporations are allowed to amend their certificates of incorporation in any and all respects that it so desires if the amendments only make changes that can lawfully be placed in an original certificate of incorporation that is filed at the time of such amendment.

(b)Without limiting the general powers of amendment, corporations may amend their certificates of incorporation in order

(1)To change the corporate name

(2)To improve, limit, or enlarge its stated corporate purpose

(3)Change or specify the official business location of the corporation

(4)Change or specify its mailbox address to which the SOC shall send copies of processes served against the corporation

(5)To change, revoke or specify the designation of the corporation's registered agent.

(6)To change the duration of corporations whose date of expiration has passed or is imminent. This must be done to revive the existence of corporations that have ceased to exist.

(7)To decrease or increase the class, series or aggregate number of shares that the corporation is authorized to issue, with or without par value.

(8)To remove from its authorized shares any or any class of shares, whether the shares were issued or not.

(9)To increase or decrease the par value of authorized shares of all classes with par value, whether the shares were issued or not.

(10)To change authorized shares, whether they were issued or not, into a different or same number of authorized shares of one or more classes, with or without a par value.

(11)To abolish, fix or change the designation of authorized classes of shares or any series thereof, limitations, preferences, and relative rights of said shares, whether they were issued or not. Such changes also include provisions with respect to all accrued or cumulative undeclared dividends as well as the redemption of all shares or purchase of shares or preemptive right to the acquisition of shares or any other securities.

(12)To add, change or strike out any other provisions that are consistent with the stipulations contained in this chapter or other statutes which relates to the corporation's business operations, powers, rights or affairs, It also extends to the powers, rights and affairs of the corporation's officers, directors, and shareholders including provisions that by virtue of this chapter, are permitted or required to be set forth in the corporation's bylaws .

(c) Corporations that are created by special acts may accomplish all of the amendments stipulated in this article as long as it is done in line with the conditions stated therein.

States require any corporation that wants to delete, add or edit information contained in their articles of incorporation to complete the certificate of amendment.

Information To Be Included in the Certificate of Amendment

Although the requirements vary by state, the certificate of amendment generally includes the name of the corporation as filed originally with the state, the number of provisions being amended, the wording of the revised provision, a statement by the board of directors acknowledging and giving approval for such amendment as well as a similar statement from the corporation's shareholders, if any.

The certificate must be signed by the corporation's officers, usually the secretary, and president.

Common Reasons for Filing an Amendment

Corporations file a certificate of amendment of articles of incorporation for a variety of strategic and legal reasons. Some of the most common include:

  • Business name changes – Updating the corporate name for rebranding or to avoid conflicts.
  • Adjusting corporate purpose – Expanding, limiting, or clarifying the scope of business activities.
  • Changing the stock structure – Increasing or decreasing authorized shares, creating preferred classes, or adjusting par value.
  • Updating registered agent or office address – Ensuring service of process is directed to the correct party.
  • Altering governance provisions – Adding or modifying rights of shareholders, directors, or officers.
  • Extending or reviving corporate duration – Especially important for corporations originally formed with expiration dates.

These changes ensure the public record reflects the corporation’s current operations and legal structure.

How To Acquire a Certificate of Amendment

The first step in acquiring a certificate of amendment involves the adoption of a resolution to amend the corporation's article of incorporation. The law in the state of Delaware stipulates that a majority of the corporation's shareholders must support any changes to the articles.

As such, a meeting of the board of directors must be called where the proposed change will be presented for discussion. During the meeting, a vote must be taken and the results of the vote recorded in the minutes. The secretary must prepare a resolution referencing the votes and proposing the presentation of the issue to shareholders.

The board's president must sign the corporate resolution. The resolution, as well as the minutes of the meeting, must be filed in the corporate records.

The next step involves calling a shareholder's general meeting to discuss and vote on the amendment. The shareholders to be called are those who own the corporation's voting stock. The results of the vote must be recorded in the minutes of the meeting. For the corporate resolution of amendment to proceed, a majority of the shareholders present must be in favor of the amendment.

Filing Procedures by State

While the general steps are similar nationwide, each state has its own forms and filing requirements for a certificate of amendment of articles of incorporation. Key points include:

  • Delaware requires shareholder approval by majority vote and submission of a Certificate of Amendment with the Division of Corporations.
  • New York mandates filing with the Department of State, including the specific text of each amendment. The document must be signed by an authorized officer or director.
  • California requires amendments to be filed using the Secretary of State’s Articles of Amendment form, with detailed disclosure of changes.
  • Texas and other states allow electronic filing, making it faster to update corporate records.

Filing fees vary by state, generally ranging from $50 to $200, though expedited services may increase costs. Corporations should verify current requirements with their Secretary of State before submission.

Consequences of Not Filing Amendments

Failing to timely update incorporation documents can create legal and financial risks:

  • Loss of good standing – States may list the company as noncompliant, limiting its ability to conduct business.
  • Inability to enforce contracts – Courts may question contracts executed under an outdated corporate name or authority.
  • Financing challenges – Investors and lenders often require accurate records before approving funding.
  • Penalties or dissolution – Some states impose fines or administrative dissolution for failure to update articles.

By filing amendments promptly, corporations maintain compliance and credibility with regulators, business partners, and shareholders.

Frequently Asked Questions

  1. What is a certificate of amendment of articles of incorporation?
    It is a legal document filed with the Secretary of State to officially change information in a corporation’s original articles of incorporation.
  2. Who approves amendments before filing?
    Typically, the board of directors proposes the amendment and shareholders with voting rights must approve it before submission.
  3. How long does it take for an amendment to be processed?
    Processing times vary by state, ranging from a few business days for online filings to several weeks for mailed submissions.
  4. Can I change my corporation’s name without filing an amendment?
    No. A legal name change requires filing a certificate of amendment of articles of incorporation with the state.
  5. What happens if I don’t file a required amendment?
    The corporation may lose good standing, face fines, risk contract enforcement issues, or even be administratively dissolved.

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