"Amendment of California Stock Corporations" - California

Amendment of California Stock Corporations is a legal document that was released by the California Secretary of State - a government authority operating within California.

Form Details:

  • Released on January 1, 2013;
  • The latest edition currently provided by the California Secretary of State;
  • Ready to use and print;
  • Easy to customize;
  • Compatible with most PDF-viewing applications;
  • Fill out the form in our online filing application.

Download a fillable version of the form by clicking the link below or browse more documents and templates provided by the California Secretary of State.

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Download "Amendment of California Stock Corporations" - California

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Secretary of State
Business Programs Division
Business Entities, 1500 11th Street, Sacramento, CA 95814
Amendment of
California Stock Corporations
To amend (change, add or delete) provisions contained in the Articles of Incorporation, it is
necessary to prepare and file with the California Secretary of State a Certificate of Amendment
of Articles of Incorporation in compliance with California Corporations Code sections 900-910.
A sample meeting statutory requirements for most filings is attached. The sample may be used
as a guide when preparing documents by making modifications as necessary to meet the
specific needs of the amending corporation. Please refer to the above referenced California
Corporations Code sections prior to modification.
Where to File
The Certificate of Amendment can be mailed to Secretary of State, Document Filing Support
Unit, 1500 11th Street, 3rd Floor, Sacramento, CA 95814 or delivered in person (drop off) to
the Sacramento office. Certificates of Amendment are filed only in the Secretary of State’s
Sacramento office.
To facilitate the processing of documents mailed to the Secretary of State, a letter referencing
the corporate name and number as well as the sender’s name, return address and telephone
number should be included with the submittal.
For current processing times, go to www.sos.ca.gov/business/be/processing-times.htm.
Fees
The fee for filing a Certificate of Amendment is $30.00. In addition to the filing fee, there is a
non-refundable $15.00 special handling fee for processing documents delivered in person
(drop off) at the Sacramento office. The preclearance and/or expedited filing of a document
within a guaranteed time frame can be requested for an additional non-refundable fee in lieu of
the special handling fee. For detailed information about preclearance and expedited filing
services, go to www.sos.ca.gov/business/be/service-options.htm. The special handling fee or
preclearance and expedited filing services are not applicable to documents submitted by mail.
Check(s) should be made payable to the Secretary of State.
Copies
Upon filing, we will return one (1) uncertified copy of your filed document for free, and will
certify the copy upon request and payment of a $5.00 certification fee. To get additional copies,
include a separate request and payment for copy fees when the document is submitted. Copy
fees are $1.00 for the first page and $.50 for each additional page. For certified copies, there is
an additional $5.00 certification fee, per copy.
California Secretary of State
AMDT- Stock Information (Rev. 01/2013)
www.sos.ca.gov/business/be
(916) 657-5448
Secretary of State
Business Programs Division
Business Entities, 1500 11th Street, Sacramento, CA 95814
Amendment of
California Stock Corporations
To amend (change, add or delete) provisions contained in the Articles of Incorporation, it is
necessary to prepare and file with the California Secretary of State a Certificate of Amendment
of Articles of Incorporation in compliance with California Corporations Code sections 900-910.
A sample meeting statutory requirements for most filings is attached. The sample may be used
as a guide when preparing documents by making modifications as necessary to meet the
specific needs of the amending corporation. Please refer to the above referenced California
Corporations Code sections prior to modification.
Where to File
The Certificate of Amendment can be mailed to Secretary of State, Document Filing Support
Unit, 1500 11th Street, 3rd Floor, Sacramento, CA 95814 or delivered in person (drop off) to
the Sacramento office. Certificates of Amendment are filed only in the Secretary of State’s
Sacramento office.
To facilitate the processing of documents mailed to the Secretary of State, a letter referencing
the corporate name and number as well as the sender’s name, return address and telephone
number should be included with the submittal.
For current processing times, go to www.sos.ca.gov/business/be/processing-times.htm.
Fees
The fee for filing a Certificate of Amendment is $30.00. In addition to the filing fee, there is a
non-refundable $15.00 special handling fee for processing documents delivered in person
(drop off) at the Sacramento office. The preclearance and/or expedited filing of a document
within a guaranteed time frame can be requested for an additional non-refundable fee in lieu of
the special handling fee. For detailed information about preclearance and expedited filing
services, go to www.sos.ca.gov/business/be/service-options.htm. The special handling fee or
preclearance and expedited filing services are not applicable to documents submitted by mail.
Check(s) should be made payable to the Secretary of State.
Copies
Upon filing, we will return one (1) uncertified copy of your filed document for free, and will
certify the copy upon request and payment of a $5.00 certification fee. To get additional copies,
include a separate request and payment for copy fees when the document is submitted. Copy
fees are $1.00 for the first page and $.50 for each additional page. For certified copies, there is
an additional $5.00 certification fee, per copy.
California Secretary of State
AMDT- Stock Information (Rev. 01/2013)
www.sos.ca.gov/business/be
(916) 657-5448
Amendment of California Stock Corporations
Instructions
The attached sample can be used as a guide when drafting a Certificate of Amendment. The
certificate should be typed following the instructions set forth below.
Certificates of Amendment are most often made by the president and secretary of the corporation
and for that reason the sample has been formatted using those officers. If the document will be
signed by officers other than the President and Secretary, or if the sample does not adequately
cover the needs of the corporation, documents must be prepared with modifications to meet the
specific requirements of the corporation. Please refer to California Corporations Code sections
900 - 910
prior to modification.
Note: The California Corporations Code prohibits any amendment of Articles of Incorporation
altering the statement of the name and address of the initial agent for service of process, and if
listed in the original Articles of Incorporation, the corporation’s initial street and/or mailing
address and the names and addresses of the corporation’s initial directors.
To update our
records to show the current information, you must file a Statement of Information (Form
SI-550) as required by Corporations Code section 1502.
To get Form SI-550, go to
www.sos.ca.gov/business-programs/business-entities/statements.
Paragraph 1 - must be set forth the current name of the corporation exactly as the name is of
record with the Secretary of State (including punctuation and abbreviations).
Paragraph 2 - must identify the specific provision being amended by the numerical or other
designation assigned to the provision in the original articles, (i.e., "I", "FIRST" or "ONE"). If the
article provision was not assigned a designation, the present language of the existing provision
must be quoted.
The paragraph must also include the language that will replace the language presently of
record. Note, if the purpose of the amendment is to change the name of the corporation, the
words "The name of the corporation is" must precede the proposed new name.
Paragraph 3 - must state the amendment has been approved by the board of directors.
Paragraph 4 - if the corporation has issued shares, the certificate must include a statement that
the amendment has been approved by the required vote of the shareholders in accordance with
California Corporations Code section 902. The statement of shareholder approval must indicate
the total number of outstanding (issued) shares entitled to vote with respect to the amendment,
set forth the percentage vote required and state that the number of shares voting in favor of the
amendment equaled or exceeded the vote required.
DO NOT include both #4 paragraphs when preparing the certificate. Use ONLY the applicable
statement.
The certificate must be dated, signed and verified by the president and secretary. Each person's
name and title should be typed directly below their respective signature.
Except for the purpose of filing an application with the
California Franchise Tax Board
for exempt
status or amending the articles of incorporation as necessary either to perfect that application or to
set forth a new name, a Certificate of Amendment can only be filed if the corporation has an active
status on the records of the California Secretary of State. (California Corporations Code section
2205.) Please check the corporation's records and status before submitting documents for filing
with our office. The status of the entity can be checked online on the California Secretary of
State's Business Search at BusinessSearch.sos.ca.gov.
California Secretary of State
AMDT- Stock Instructions (Rev. 01/2013)
www.sos.ca.gov/business/be
(916) 657-5448
Secretary of State
Business Programs Division
Business Entities, P.O. Box 944260, Sacramento, CA 94244-2600
Mail Submission Cover Sheet
Instructions:
• Complete and include this form with your submission. This information only will be used to communicate with you
in writing about the submission. This form will be treated as correspondence and will not be made part of the filed
document.
• Make all checks or money orders payable to the Secretary of State.
• Do not include a $15 counter fee when submitting documents by mail.
Standard processing time for submissions to this office is approximately 5 business days from receipt. All
submissions are reviewed in the date order of receipt. For updated processing time information, visit
www.sos.ca.gov/business/be/processing-times.
Optional Copy and Certification Fees:
• If applicable, include optional copy and certification fees with your submission.
For applicable copy and certification fee information, refer to the instructions of the specific form you are submitting.
Contact Person:
(Please type or print legibly)
First Name:
Last Name:
__________________________________________________
_______________________________________________
Phone (optional):
______________________________________________
Entity Information:
(Please type or print legibly)
Name:
__________________________________________________________________________________________________________________
Entity Number
:
(if applicable)
_____________________________________
Comments:
_____________________________________________________________________________________________________________
_____________________________________________________________________________________________________________
_____________________________________________________________________________________________________________
_____________________________________________________________________________________________________________
Return Address: For written communication from the Secretary of State related to this document, or if
purchasing a copy of the filed document enter the name of a person or company and the mailing address.
Name:
Company:
Secretary of State Use Only
Address:
T/TR:
City/State/Zip:
AMT REC’D:
$
Doc Submission Cover - Corp (Rev. 09/2016)
Print Form
Clear Form
Sample
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:
(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
NOTE
approved by the required vote of shareholders in accordance with Section
902, California Corporations Code.
The total number of outstanding
Use only one of
the #4 statements
shares of the corporation is
. The number of shares voting in
favor of the amendment equaled or exceeded the vote required. The
DO NOT USE
percentage vote required was more than 50%.
BOTH
STATEMENTS
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.
DATE:
(Signature of President)
, President
(Typed Name of President)
(Signature of Secretary)
, Secretary
(Typed Name of Secretary)
California Secretary of State
AMDT-Stock Sample (Rev. 01/2013)
www.sos.ca.gov/business/be
(916) 657-5448
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