Form RST MU-GS "Restated Articles of Incorporation - Nonprofit Mutual Benefit Corporation to General Stock Corporation" - California

What Is Form RST MU-GS?

This is a legal form that was released by the California Secretary of State - a government authority operating within California. As of today, no separate filing guidelines for the form are provided by the issuing department.

Form Details:

  • Released on April 1, 2018;
  • The latest edition provided by the California Secretary of State;
  • Easy to use and ready to print;
  • Quick to customize;
  • Compatible with most PDF-viewing applications;
  • Fill out the form in our online filing application.

Download a fillable version of Form RST MU-GS by clicking the link below or browse more documents and templates provided by the California Secretary of State.

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Download Form RST MU-GS "Restated Articles of Incorporation - Nonprofit Mutual Benefit Corporation to General Stock Corporation" - California

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Instructions for Completing the
Restated Articles of Incorporation
Nonprofit Mutual Benefit Corporation to Stock Corporation (Form RST MU-GS)
To change from a Nonprofit Mutual Benefit Corporation to a General Stock Corporation, the corporation must file Restated
Articles of Incorporation that meet the requirements of California Corporations Code sections 202 and 7813.5. Form RST
MU-GS has been created for ease in filing, however, any format meeting statutory requirements may be used.
Before submitting the completed form, you should consult with a private attorney for advice about your specific
business needs.
You must file a new Statement of Information (Form SI-550) after filing this Restated Articles of Incorporation (RST
MU-GS) to change the Corporation’s business address(es), or to provide the name or address of a director, officer or
agent for service of process, which can be filed online at bizfile.sos.ca.gov.
To file this Form RST MU-GS, the Nonprofit Mutual Benefit Corporation must be active on the records of the California
Secretary of State. To check the status of the Nonprofit Mutual Benefit Corporation, go to BusinessSearch.sos.ca.gov.
Fees:
Filing Fee: The fee for filing the Restated Articles of Incorporation (Form RST MU-GS) is $70.00.
Faster Service Fee:
-
Counter and guaranteed expedite services are available only for documents submitted in person (drop off) to our
Sacramento office.
-
Counter Drop Off: A separate, non-refundable $15.00 counter drop off fee is required if you submit in person
(drop off) your completed document at our Sacramento office. The $15.00 counter drop off fee provides priority
service over documents submitted by mail. The special handling fee is not refundable whether the document is
filed or rejected.
-
Guaranteed Expedite Drop Off: For more urgent submissions, documents can be processed within a
guaranteed timeframe for a non-refundable fee instead of the counter drop off fee. For detailed information about
this faster processing service through our Preclearance and Expedited Filing Services, go to
www.sos.ca.gov/business/be/service-options.
Copies: Upon filing, we will return one (1) plain copy of your filed document for free, and will certify the copy upon request
and payment of a $5 certification fee. To obtain additional copies or certified copies of this filed Restated Articles of
Incorporation, include payment for copy fees and certification fees at the time the Restated Articles of Incorporation is
submitted. Additional copy fees are $1.00 for the first page and $.50 for each attachment page. For certified copies, there
is an additional $5.00 certification fee, per copy.
Payment Type: Check(s) or money orders should be made payable to the Secretary of State. Do not send cash by
mail. If submitting the document in person in our Sacramento office, payment also may be made by credit card (Visa or
MasterCard).
Processing Times: For current processing times, go to www.sos.ca.gov/business/be/processing-times.
Type or legibly print in black or blue ink. Complete the Restated Articles of Incorporation (Form RST MU-GS) as
follows:
Item
Instruction
Tips
 To ensure you have the exact name of the Nonprofit
1a.
Enter the name of the Nonprofit Mutual
Benefit Corporation exactly as it
Mutual Benefit Corporation, look to your registration
appears on the records of the California
document filed with the California Secretary of State
Secretary of State including the entity
and any name change amendments.
ending, punctuation and abbreviations
(ex.: “Jones & Company, Inc.” or “Smith,
Incorporated”).
2018 California Secretary of
RST MU-GS Instructions (4/2018)
bizfile.sos.ca.gov
State
Instructions for Completing the
Restated Articles of Incorporation
Nonprofit Mutual Benefit Corporation to Stock Corporation (Form RST MU-GS)
To change from a Nonprofit Mutual Benefit Corporation to a General Stock Corporation, the corporation must file Restated
Articles of Incorporation that meet the requirements of California Corporations Code sections 202 and 7813.5. Form RST
MU-GS has been created for ease in filing, however, any format meeting statutory requirements may be used.
Before submitting the completed form, you should consult with a private attorney for advice about your specific
business needs.
You must file a new Statement of Information (Form SI-550) after filing this Restated Articles of Incorporation (RST
MU-GS) to change the Corporation’s business address(es), or to provide the name or address of a director, officer or
agent for service of process, which can be filed online at bizfile.sos.ca.gov.
To file this Form RST MU-GS, the Nonprofit Mutual Benefit Corporation must be active on the records of the California
Secretary of State. To check the status of the Nonprofit Mutual Benefit Corporation, go to BusinessSearch.sos.ca.gov.
Fees:
Filing Fee: The fee for filing the Restated Articles of Incorporation (Form RST MU-GS) is $70.00.
Faster Service Fee:
-
Counter and guaranteed expedite services are available only for documents submitted in person (drop off) to our
Sacramento office.
-
Counter Drop Off: A separate, non-refundable $15.00 counter drop off fee is required if you submit in person
(drop off) your completed document at our Sacramento office. The $15.00 counter drop off fee provides priority
service over documents submitted by mail. The special handling fee is not refundable whether the document is
filed or rejected.
-
Guaranteed Expedite Drop Off: For more urgent submissions, documents can be processed within a
guaranteed timeframe for a non-refundable fee instead of the counter drop off fee. For detailed information about
this faster processing service through our Preclearance and Expedited Filing Services, go to
www.sos.ca.gov/business/be/service-options.
Copies: Upon filing, we will return one (1) plain copy of your filed document for free, and will certify the copy upon request
and payment of a $5 certification fee. To obtain additional copies or certified copies of this filed Restated Articles of
Incorporation, include payment for copy fees and certification fees at the time the Restated Articles of Incorporation is
submitted. Additional copy fees are $1.00 for the first page and $.50 for each attachment page. For certified copies, there
is an additional $5.00 certification fee, per copy.
Payment Type: Check(s) or money orders should be made payable to the Secretary of State. Do not send cash by
mail. If submitting the document in person in our Sacramento office, payment also may be made by credit card (Visa or
MasterCard).
Processing Times: For current processing times, go to www.sos.ca.gov/business/be/processing-times.
Type or legibly print in black or blue ink. Complete the Restated Articles of Incorporation (Form RST MU-GS) as
follows:
Item
Instruction
Tips
 To ensure you have the exact name of the Nonprofit
1a.
Enter the name of the Nonprofit Mutual
Benefit Corporation exactly as it
Mutual Benefit Corporation, look to your registration
appears on the records of the California
document filed with the California Secretary of State
Secretary of State including the entity
and any name change amendments.
ending, punctuation and abbreviations
(ex.: “Jones & Company, Inc.” or “Smith,
Incorporated”).
2018 California Secretary of
RST MU-GS Instructions (4/2018)
bizfile.sos.ca.gov
State
 The 7-digit Entity (File) Number is provided by the
1b.
Enter the 7-digit Entity (File) Number
issued to the Nonprofit Mutual Benefit
Secretary of State above the file stamp at the top of
the Nonprofit Mutual Benefit Corporation’s
Corporation by the California Secretary
of State at the time of registration.
registration document filed with the California
Secretary of State.
 To ensure you have the correct Entity (File) Number
of the Nonprofit Mutual Benefit Corporation, look to
your registration document filed with the California
Secretary of State and any name change
amendments.
 Secretary of State Records can be accessed online
through our Business Search at
BusinessSearch.sos.ca.gov. While searching the
Business Search, be sure to identify your Nonprofit
Mutual Benefit Corporation correctly including the
jurisdiction that matches your corporation.
 If you cannot locate your Secretary of State Entity
(File) Number of the Nonprofit Mutual Benefit
Corporation, please leave item 1b blank.
 There are legal limitations on what name can be
I.
If you are changing the name of the
Corporation listed in Item 1a, enter the
used for the Corporation. For general corporation
new name of the Corporation exactly
name requirements and restrictions or for
as you want it is to appear on the
information on reserving a corporation name prior
records of the California Secretary of
to submitting Form RST MU-GS, go to
State including the entity ending, if any
http://www.sos.ca.gov/business-
(ex.: “Jones & Company, Inc.” or “Smith
programs/business-entities/name-availability.
Construction, Incorporated”). If you are
 A preliminary search of corporation names already
not changing the name of the
of record can be made online through our Business
corporation, please list the name
Search at BusinessSearch.sos.ca.gov. Please
exactly as it appears on the records of
note: The Business Search is not intended to serve
the Secretary of State including the
as a formal name availability search. For
entity ending, punctuation and
information on checking or reserving a name, go to
abbreviation (as you did in item 1a).
http://www.sos.ca.gov/business-
programs/business-entities/name-availability.
 A name reservation is not required to submit Form
RST MU-GS.
 There is no requirement that you change your
name when changing from a nonprofit mutual
benefit corporation to a general stock corporation
unless the entity name would be misleading when
used by a general stock corporation (e.g. the name
included the words “a nonprofit mutual benefit
corporation”).
2018 California Secretary of
RST MU-GS Instructions (4/2018)
bizfile.sos.ca.gov
State
 The Corporation must authorize at least 1 share but
II.
Enter the number of shares the
Corporation is authorized to issue.
can authorize any number of shares.
 This form only may be used for a single class of
Do not leave blank or enter zero (0).
shares. If the Corporation needs a multiple share
structure, you must compose your own Restated
Articles of Incorporation.
 Before shares of stock are sold or issued, the
Corporation must comply with the Corporate
Securities Law of 1968 administered by the
California Department of Business Oversight. For
more information, go to www.dbo.ca.gov or call the
California Department of Business Oversight at
(866) 275-2677.
 If the Corporation is converting each one
III.
You must indicate what will happen to
the Nonprofit Mutual Benefit
outstanding membership interest into one share of
Corporation’s outstanding membership
common stock of the corporation, make sure there
interests, if any, upon changing to a
are enough authorized shares in Item 4 to cover the
stock corporation or indicate that no
number of membership interests.
membership interests are outstanding at
the time of filing this document.
Only one box may be checked.
IV.
The purpose statement is required.
Do not alter.
3a.
The voting statement of the board of
directors is required.
Do not alter.
 Only check one box.
3b.
If the mutual benefit corporation has
outstanding membership interests, you
 If the corporation has outstanding membership
must indicate that these members
interests and the members voted to approve the
voted to approve the Restated Articles
Restated Articles of Incorporation in accordance
of Incorporation in accordance with the
with California Corporations Code section 7812,
requirements of law. If the mutual
7813 and 7819, check the first box. Sections 7812,
benefit corporation does not have
7813 and 7819 set forth the approvals required for
outstanding membership interests, you
various amendment and restatement provisions and
must indicate the mutual benefit
should be consulted to determine the voting
corporation had no members, to clarify
requirements for your corporation.
that member approval was not
required.
 If the corporation does not have outstanding
membership interests, check the second box.
2018 California Secretary of
RST MU-GS Instructions (4/2018)
bizfile.sos.ca.gov
State
Signature  Date, sign and type or print the name
Multiple Form RST MU-GSs with different
signatures will be returned without being filed – use
of the signor(s).
only one form.
 Form RST MU-GS must be signed by
the President and Secretary of the
If you need more space for signatures:
Nonprofit Mutual Benefit Corporation.
- Place the additional signatures on only one side
 Do not use a computer generated
of a standard letter-sized piece of paper (8 1/2"
x 11") clearly marked as an attachment to Form
signature.
RST MU-GS and attach the extra page(s) to the
completed Form RST MU-GS.
- All attachments are part of this document.
 You are not required to but may
Additional
To change the Corporation's business
Article
include additional article provisions
address(es), or to change the names or
addresses of the Corporation’s director's,
Provisions
on a separate sheet of paper. If
(If Desired)
applicable, list other article provisions
officer(s) or agent for service of process, you
on only one side of a standard letter-
must file a Statement of Information (Form SI-
sized piece of paper (8 1/2" x 11"),
550) after filing this Restated Articles of
clearly marked as an attachment to
Incorporation (Form RST MU-GS), which can
Form RST MU-GS and attach the
be filed online at bizfile.sos.ca.gov.
extra page(s) to the completed Form
Even if there are no changes to the business
RST MU-GS. The additional articles
addresses, officers, directors or agent for
provisions should be labeled
service of process, once Form RST MU-GS is
consecutively beginning with Article
filed, it is recommended that the Corporation
V.
file a new Statement of Information for the
 Include any additional stock
General Stock Corporation (Form SI-550)
corporation provisions desired by the
which can be filed online at
bizfile.sos.ca.gov.
Corporation.
 You only can include provisions that
would be permitted in initial Articles of
Incorporation for a California stock
corporation, except you cannot
include the business addresses or
the name and address of the agent
for service of process or names and
addresses of directors or officers.
Mail Submission Cover Sheet (Optional): To make it easier to receive communication related to this
document, including the copy of the filed document, complete the Mail Submission Cover Sheet. For the
Return Address: enter the name of a designated person and/or company and the corresponding mailing
address. Please note the Mail Submission Cover Sheet will be treated as correspondence and will not be
made part of the filed document.
Where to File: Completed forms along with the applicable fees can be mailed to Secretary of State, Business
Entities Filings, P.O. Box 944260, Sacramento, CA 94244-2260 or delivered in person (drop off) to the
Sacramento office, 1500 11th Street, Sacramento, CA 95814.
Legal Authority: General statutory filing provisions are found in Sections 201-213 and 7813.5. All statutory
references are to the California Corporations Code, unless otherwise stated.
Statement of Information: Once Form RST MU-GS is filed, you must file a Statement of Information
(Form SI-550) within 90 days and every year thereafter during the applicable filing period. The applicable
filing period is the calendar month in which the Restated Articles of Incorporation were filed and the
immediately preceding five calendar months. (Section 1502.) Note: General Stock Corporations must file
2018 California Secretary of
RST MU-GS Instructions (4/2018)
bizfile.sos.ca.gov
State
a Statement of Information every year rather than every two years. For faster service, Statements of
Information may be filed online at bizfile.sos.ca.gov.
Additional Resources: For a list of other agencies you may need to contact to ensure proper compliance,
go to www.sos.ca.gov/business/be/resources.
Note: The California Secretary of State does not license Corporations. For licensing requirements, please
contact the city and/or county where the principal place of business is located and/or the state agency with
jurisdiction over the activities of the Corporation.
2018 California Secretary of
RST MU-GS Instructions (4/2018)
bizfile.sos.ca.gov
State
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