Free Sample California Articles of Incorporation

California Articles of Incorporation (Amendment Form)

CERTIFICATE OF AMENDMENT

OF

ARTICLES OF INCORPORATION

The undersigned certify that:

1 They are the president and the secretary, respectively, of ____________(NAME OF CORPORATION), a California corporation.

2 Article ____________(INSERT CORRECT DESIGNATION) of the Articles of Incorporation of this corporation is amended to read as follows:

1 _______________(HERE TYPE THE ARTICLE PROVISION AS AMENDED)

3 The foregoing amendment of Articles of Incorporation has been duly approved by the board of directors.

4 The foregoing amendment of Articles of Incorporation has been duly approved by the required vote of shareholders in accordance with Section 902, California Corporations Code. The total number of outstanding shares of the corporation is _________. The number of shares voting in favor of the amendment equaled or exceeded the vote required. The percentage vote required was more than 50%.

OR

4. The corporation has issued no shares.

_______________

_______________

We further declare under penalty of perjury under the laws of the State of California that the matters set forth in this certificate are true and correct of our own knowledge.

 

(Typed name of President), President

_________(Signature of Secretary)

(Typed name of Secretary), Secretary

INSTRUCTIONS

To amend Articles of Incorporation you may use the attached sample as a guide. The Certificate of Amendment is most often made by the president and secretary of the corporation and for that reason the form has been formatted using those officers. If the documents will be signed by officers other than the President and Secretary, or if the form does not adequately cover the needs of the amending corporation, applicable modifications must be made to meet the specific requirement of the corporation.

Paragraph 1—is to be completed with the name of the corporation exactly as the name is of record with the Secretary of State.

Paragraph 2—is first completed with the numeric or other designation used to identify the particular article to be amended, as that article is identified in the articles, e.g., "I", "FIRST" or "ONE". The paragraph is then completed with the wording of the amended article that will replace the wording presently of record.

Paragraphs 3 and 4—must show that the amendment has been adopted by the board of directors and shareholders. The number of outstanding shares must be completed in Paragraph 4.

The certificate must be dated and must be signed by the president and secretary. The person's name and title should be typed directly below the signature.

AMENDMENT OF CALIFORNIA STOCK CORPORATION

To amend (change, add or delete) provisions contained in the Articles of Incorporation, it is necessary to prepare and file, with the Secretary of State, a Certificate of Amendment. All requirements for amendments may be found in Sections 900–910, California Corporations Code. The Certificate of Amendment must identify the particular provision to be amended strictly in accordance with the numerical or other designation given such provision in the articles, or by quoting the wording of the provision as it presently appears in the articles and then setting forth the wording of that provision in full as amended. The certificate must also show that the amendment has been adopted by the board of directors and shareholders. A Certificate of Amendment must be signed by the Chairman of the Board, the President or any Vice-President AND by the Secretary, the Chief Financial Officer, the Treasurer or any Assistant Secretary or Assistant Treasurer.

A form meeting statutory requirements for most filings is attached. If modifications are necessary a complete document must be typed as the form will not be accepted for filing if modified.

THE FEE FOR FILING A CERTIFICATE OF AMENDMENT IS $_____. The Secretary of State will certify two copies of the filed Certificate of Amendment without charge, provided that the copies are submitted to the Secretary of State along with the original to be filed. Additional copies, submitted with the original, will be certified upon request and the prepayment of $_____ per copy.

NOTE: A $_____ special handling fee is applicable for expedited processing of documents delivered in person, over the counter, to the Sacramento office. The $_____ special handling fee must be remitted by separate check as it will be RETAINED WHETHER THE DOCUMENTS ARE FILED OR REJECTED. The special handling fee does not apply to documents submitted by mail.

Amendment documents are not filed in corporate branch offices, they must be mailed, or hand delivered for over the counter processing, to the Sacramento headquarters office:

Business Filings

1500 Eleventh Street

Sacramento, CA 95814

Attention: Document Filing Support Unit

(916) 657-5448

_______________ PLEASE REFER TO THE CORPORATION NUMBER WHEN SUBMITTING DOCUMENTS FOR FILING TO ASSURE PROPER APPLICATION _______________