Articles of Amendment

Articles of Amendment

The content of the articles of incorporation are generally very basic. Therefore, they would not have to be amended except to change something major, such as the name of the corporation or the number of shares of stock. If the amendment is made before any shares are issued, it may be done by the incorporator or directors by filing an amendment to the articles, referred to as articles of amendment, certificate of amendment, or some similar title. This will be referred to as articles of amendment in this guide.

These are usually signed by the incorporators or directors. They state the name of the corporation, the amendment, the date adopted, and a statement that it is made before the issue of any shares. If the amendment is made after shares have been issued, then the articles of amendment must be signed by the appropriate officers. If the change affects the outstanding shares, then a statement must be included describing how the change will be effected.

The articles of amendment must be filed with the corporate filing division along with the appropriate filing fee. The fee for increasing the number of shares that the corporation is authorized to issue is more costly in many states than other amendments. The procedure for filing the articles of amendment depends upon who is doing the amending and at what point in time the amendment is adopted.