How to Amend Articles of Incorporation in California
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Amendment to California Articles of Incorporation
When you form a California corporation, you file Articles of Incorporation with the Secretary of State’s office. After your corporation is formed, however, you can make changes to sections of your Articles by filing a Certificate of Amendment.
A Certificate of Amendment will change the information listed on your Articles of Incorporation. The new, updated information will then be listed in the public record.
What Can Not Be Changed
The California Corporations Code prohibits amendments to:
- The name and address of your initial California registered agent
- The corporation’s initial street and/or mailing address
- The names and address of the corporation’s initial directors
California Certificate of Amendment
You must set forth the current name of your California corporation exactly as it is currently recorded with the Secretary of State. This includes punctuation and abbreviations. Even if you are changing the name of your corporation, you must list it here as it currently stands.
You must identify the specific provision within the Articles of Incorporation that you wish to amend. Identify the provision with the numerical designation within the original Articles.
You must also include the language that will replace the current provision.
If you are changing the name of your corporation, you must include the words: “The name of the corporation is” within the newly written provision.
You must state that the amendment has been approved by the board of directors.
If your corporation has issued shares of stock, you must state that the amendments have been approved by the required vote of your shareholders. Within this paragraph, you must indicate the total number of outstanding shares of stock that are entitled to vote upon the proposed amendment, the percentage of vote required to pass the proposed amendment, and whether the vote of your shareholders equaled or exceeded the required percentage.
If your corporation has not issued any shares of stock, then you may merely write: “The corporation has issued no shares.”