"Restated Articles of Incorporation Form - Nonprofit" - California

Restated Articles of Incorporation Form - Nonprofit 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, 2016;
  • The latest edition currently provided by the California Secretary of State;
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Download "Restated Articles of Incorporation Form - Nonprofit" - 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 Nonprofit 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
5811
and
5815
(public benefit and
religious corporations), sections
7811
and
7815
(mutual benefit corporations) and
12501
and
12506
(general cooperative corporations), a certificate signed and verified by a majority of the
incorporators.
To restate the articles, it is necessary to prepare and file Restated Articles of Incorporation in
compliance with California Corporations Code section
5819
(public benefit and religious
corporations), section
7819
(mutual benefit corporations) and
12510
(general cooperative
corporations).
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 the above referenced California Corporations Code sections 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.
Go to
www.sos.ca.gov/business-programs/business-entities/processing-times
to get the current
processing times and determine which method of submission meets your needs.
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-programs/business-entities/service-options. Payment for special handling
or preclearance and expedited filing services should be made in a separate check. These 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 at the time of submission. 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.
C
alifornia
Secretary of State
REST- Nonprofit Information (Rev. 01/2016)
w
ww.sos.
ca.gov/business/be
(9
16) 657-5
448
Secretary of State
Business Programs Division
Business Entities, 1500 11th Street, Sacramento, CA 95814
Restated Articles of Incorporation
of California Nonprofit 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
5811
and
5815
(public benefit and
religious corporations), sections
7811
and
7815
(mutual benefit corporations) and
12501
and
12506
(general cooperative corporations), a certificate signed and verified by a majority of the
incorporators.
To restate the articles, it is necessary to prepare and file Restated Articles of Incorporation in
compliance with California Corporations Code section
5819
(public benefit and religious
corporations), section
7819
(mutual benefit corporations) and
12510
(general cooperative
corporations).
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 the above referenced California Corporations Code sections 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.
Go to
www.sos.ca.gov/business-programs/business-entities/processing-times
to get the current
processing times and determine which method of submission meets your needs.
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-programs/business-entities/service-options. Payment for special handling
or preclearance and expedited filing services should be made in a separate check. These 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 at the time of submission. 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.
C
alifornia
Secretary of State
REST- Nonprofit Information (Rev. 01/2016)
w
ww.sos.
ca.gov/business/be
(9
16) 657-5
448
Restated Articles of Incorporation of California Nonprofit 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
5810-5820
(public benefit and religious corporations), sections
7810-7820
(mutual benefit corporations) or sections
12500-12510
(general cooperative
corporations) prior to modification.
NOTE: If the corporation has not yet filed a Statement of Information (Form SI-100) pursuant to
California Corporations Code section 6210, 8210,
9660
or
12570,
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 listed in the original Articles of
Incorporation. If the corporation has filed Form SI-100, the Restated Articles cannot include the
name and address of the agent for service of process, the street and mailing address for the
corporation, or the names and addresses of officers and directors. 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 officers, you must file the
Statement of Information (Form SI-100). To get Form SI-100, go to
www.sos.ca.gov/business-
programs/business-entities/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 - must state the amendment and restatement has been approved by the
required vote of the members. If the corporation has no members separate from the board of
directors, member approval is not required.
However, the certificate must state the
corporation has no members.
DO NOT include both #4 paragraphs when preparing the document.
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- Nonprofit Instructions (Rev. 01/2016)
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
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.
NOTE
4. The foregoing amendment and restatement of Articles of Incorporation has
been duly approved by the required vote of the members.
Choose only
one of the #4
statements
OR
DO NOT USE
4. The corporation has no members
BOTH
STATEMENTS
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-Nonprofit Sample (Rev. 01/2016)
www.sos.ca.gov/business/be
(916) 657-5448
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