The bylaws describe amending Articles of Incorporation.[2] Review thoroughly to understand the amendment process involved in proposing and enacting changes. Schedule a meeting to discuss proposed changes with the board of directors. Fees also vary by place. Talk to a representative for documents and fees required. Amend when filing an annual report to avoid extra fees.
Amendment Process
If filing near annual report time, make adjustments without additional fees. Submit Director’s Certificate, Amended Articles of Incorporation and Amended By Laws at the Corporate and Partnership Registration Division for pre-processing. A private corporation may extend or shorten its term when approved by a majority board vote and ratified by stockholders representing two-thirds outstanding capital stock.
Sole proprietors need no articles of incorporation. Changing them refers to editing the documents used to create a corporation or LLC. A business’s needs and goals may change, needing articles changes. They define the contract between a corporation, state, and shareholders. Majority shareholder approval is required to change originals.
If incorporator information changes, adjust articles to reflect operations. Significant effects like name/purpose changes necessitate amendments. Personnel changes are the most common cause.
Obtain articles of amendment from the Secretary of State. Get the original articles. Draft changes. Propose to the Board of Directors. Submit changes to the Secretary of State by mail or filing online. Articles of Incorporation create a corporation, bylaws provide governance rules.
Amendment Requirements and Submission
For amendment requirements, check with the secretary of state. File articles of amendment to make changes. This applies to corporations requiring Articles of Incorporation. The process generally includes:
- Obtain articles of amendment from the Secretary of State.
- Get the original articles.
- Draft the changes to be made.
- Propose the changes to the Board of Directors.
- Submit the amended articles to the Secretary of State, either by mail or online.
An amendment changes terms. The parties discuss changes. Legislatures or conventions must ratify amendments. Discuss fairly. Submit to avoid denial. Pay fee. Reflect changes. Add signatures. Research before to avoid trouble. They submit to the department. Require original signatures. Attach sheets if needed. Name document in italics. Write number in roman numerals, add comma.