Amendment of Article of Incorporation

Once a corporation is set up, you may need to file an amendment of article of incorporation. Usually, an amendment of article of incorporation is filed only if there have been major changes to your corporation such as a change of the corporation's name or the number of shares issued and authorized. Different procedures and processes apply for amendments of articles of incorporation before the issuance of shares and after the issuance of shares.

Amendments of articles of incorporation before any shares are issued

If the amendment of article of incorporation is made before any shares issuance, then the incorporator or directors can just file an amendment of article of incorporation form. The amendment of article of incorporation form can also be called Certificate of Amendment or Articles of Amendment.

Why sign the amendment of article of incorporation?

Amendments of article of incorporation are usually signed by the incorporators or directors of the corporation. 

What must the amendment of article of incorporation form include?

The amendment of article of incorporation form must include:

• the name of the corporation
• the amendment of the article of incorporation
• the date adopted the amendment of articles of incorporation
• a statement that it is made before the shares are issued

Amendments of articles of incorporation after the shares have been issued

After the shares have been issued, the above process cannot be used to amend the article of incorporation.

In this case, the amendment of article of incorporation must be signed by the appropriate officers of the corporation, not just the incorporators or directors. If the changes affect the outstanding shares of the corporation, then a statement must be included with the amendment of article of incorporation form describing the effects of the changes.

Where do I file the articles of amendment form?

The amendment of article of incorporation form must be filed with the corporate filing division. You will also need to pay the fee for increasing the number of authorized shares of the corporation. For the specific requirements of how to amend the articles of incorporation and how to file the amendment of articles of incorporation, contact your Secretary or State office or your state's corporation laws.