How to Change Articles of Incorporation
Sometimes a corporation will find it necessary to amend its articles of incorporation, which is the document that defines its corporate structure and identity--although this document is known by a different name in a few states. The corporation may decide, for instance, to offer additional shares of stock or to change its name. While there may be some slight variation from state to state, there is a general procedure to follow.
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Instructions
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How to Change Articles of Incorporation
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Obtain guidelines for filing such an amendment and download the forms you need from your state's Secretary of State's office. Generally, the link to click will be labeled "Business Services" or "Corporations" (see Resources).
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Draft the amendment. If you are altering an existing passage in the document, you may wish, for the sake of clarity, to word the amendment as a restatement; in other words, state the old passage, followed by a phrase such as "is amended to read," and then the new passage.
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Propose the amendment to the board of directors.
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Notify shareholders, if any, of the prospective amendment.
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Have the amendment approved by the board of directors. In most cases, this requires only a majority vote of the directors present. Some states, however, may require a two-thirds majority.
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Have the amendment approved by shareholders if required by your state.
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File the amendment with your state, paying the applicable fee.
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Tips & Warnings
If it applies to your situation, you might consider amending the bylaws instead of the articles of incorporation. It's easier and cheaper, as it doesn't require filing the changes with the state.
