It's vital to follow legal procedure when changing the articles of incorporation, which are the set of rules that govern the management of a corporation. A corporation might need to amend its articles of incorporation due to various reasons. Some of the changing business circumstances might include:
Such an amendment is legalized by filing articles of amendment or a certificate of amendment with the state. This is primarily for updating the corporation's public records to reflect the current information about the corporation. A duly filed amendment is valid in all U.S. states.
Some other reasons an amendment to articles of organization may be made include:
A certificate of amendment can also be filed with the secretary of the state for dissolution of the corporation. This document is called the articles of dissolution. It will contain the reasons for dissolution, the distribution of assets and liabilities, and all other necessary information.
Before filing articles of amendment, a corporation should ensure that its annual returns filing is up to date. The amendment certificate should include the identity of the person authorizing the amendment. It should also contain the legal provision applicable to the specific amendment. The amendment form should be typed or printed and duly signed in ink. Click here for an example of an Amendment to Articles of Incorporation with exhibit.
Amendment of articles of incorporation of a corporation can be made at any time after article incorporation to add or delete its content. In order to facilitate an amendment, the board of directors should adopt a resolution to that effect and win the votes of the shareholders.