"Restated Articles of Incorporation of California Stock Corporations" - California

Restated Articles of Incorporation 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;
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Download "Restated Articles of Incorporation of California Stock Corporations" - California

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Secretary of State
Business Programs Division
Business Entities, 1500 11th Street, Sacramento, CA 95814
Restated Articles of Incorporation
of California Stock Corporations
A corporation may restate in a single certificate the entire text of its articles as amended by
filing an officers' certificate or, in circumstances where incorporators or the board may amend a
corporation's articles pursuant to California Corporations Code sections
901
and 906, a
certificate signed and verified by a majority of the incorporators or the board, as applicable.
To restate the articles, it is necessary to prepare and file Restated Articles of Incorporation in
compliance with California Corporations Code section 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 corporation. Please refer to Corporations Code sections
900-910
prior to
modification.
Where to File
Restated Articles of Incorporation 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 Restated Articles of Incorporation 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
REST- 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
Restated Articles of Incorporation
of California Stock Corporations
A corporation may restate in a single certificate the entire text of its articles as amended by
filing an officers' certificate or, in circumstances where incorporators or the board may amend a
corporation's articles pursuant to California Corporations Code sections
901
and 906, a
certificate signed and verified by a majority of the incorporators or the board, as applicable.
To restate the articles, it is necessary to prepare and file Restated Articles of Incorporation in
compliance with California Corporations Code section 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 corporation. Please refer to Corporations Code sections
900-910
prior to
modification.
Where to File
Restated Articles of Incorporation 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 Restated Articles of Incorporation 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
REST- Stock Information (Rev. 01/2013)
www.sos.ca.gov/business/be
(916) 657-5448
Restated Articles of Incorporation of California Stock Corporations
Instructions
The attached sample can be used as a guide when drafting Restated Articles of Incorporation. The
certificate should be typed following the instructions set forth below.
Restated Articles of Incorporation 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: If the corporation has not yet filed a Statement of Information (Form SI-550) pursuant to
California Corporations Code section 1502, the Restated Articles must retain the name and
address of the initial agent for service of process, and if listed in the original Articles of
Incorporation, the initial address and mailing address of the corporation and the names and
addresses of the initial directors exactly as they were listed in the original Articles of
Incorporation. If the corporation has filed Form SI-550, that information must not be included
in the Restated Articles.
Note:
To update our records to show the current name and/or
address of the agent for service of process, the street or mailing address of the
corporation, and/or the names and addresses of the directors, you must file the Statement of
Information (Form SI-550). To get Form SI-550, go to www.sos.ca.gov/business/be/statements.
Paragraph 1 – must 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 set forth the entire text of the Articles of Incorporation, as amended.
Paragraph 3 – must state the amendment and restatement 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 and restatement 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 and restatement, set forth the percentage vote required
and state that the number of shares voting in favor of the amendment and restatement equaled
or exceeded the vote required.
However, if the corporation has issued no shares, the certificate must include the statement
the corporation has issued no shares in lieu of a statement of shareholder approval.
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.
California Secretary of State
REST- 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:
$
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Sample
Restated Articles of Incorporation
The undersigned certify that:
1. They are the president and the secretary, respectively, of
(NAME OF
CORPORATION)
, a California corporation.
2. The Articles of Incorporation of this corporation are amended and restated to
read as follows:
(HERE TYPE THE ARTICLES AS AMENDED AND RESTATED)
3. The foregoing amendment and restatement of Articles of Incorporation has
been duly approved by the board of directors.
4. The foregoing amendment and restatement of Articles of Incorporation has
been duly approved by the required vote of shareholders in accordance with
NOTE
Section 902, California Corporations Code. The total number of outstanding
Choose only
nly
shares of the corporation is
. The number of shares voting in favor of
one of the #4
the amendment equaled or exceeded the vote required. The percentage vote
statements
required was more than 50%.
DO NOT USE
BOTH
OR
STATEMENTS
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)
(Typed Name of President), President
(Signature of Secretary)
(Typed Name of Secretary), Secretary
California Secretary of State
REST-Stock Sample (Rev. 01/2013)
www.sos.ca.gov/business/be
(916) 657-5448
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