Form 540 "Certificate of Amendment (For-Profit, Domestic Corporation)" - Ohio

What Is Form 540?

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

Form Details:

  • Released on June 1, 2019;
  • The latest edition provided by the Ohio 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 540 by clicking the link below or browse more documents and templates provided by the Ohio Secretary of State.

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Download Form 540 "Certificate of Amendment (For-Profit, Domestic Corporation)" - Ohio

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Toll Free: 877.767.3453 | Central Ohio: 614.466.3910
OhioSoS.gov
|
business@OhioSoS.gov
File online or for more information:
OhioBusinessCentral.gov
Filing Form Cover Letter
Please return the approval certificate to:
Name
(Individual or Business Name):
To the Attention of
(if necessary):
Address:
City:
State
ZIP Code:
Phone Number:
E-mail Address:
Check here if you would like to receive important notices via e-mail from the Ohio Secretary of State's office regarding
Business Services.
Check here if you would like to be signed up for our Filing Notification System for the business entity being created or
updated by filing this form. This is a free service provided to notify you via e-mail when any document is filed on your
business record.
Please make checks or money orders payable to: "Ohio Secretary of State"
Type of Service Being Requested: (PLEASE CHECK ONE BOX BELOW)
Regular Service: Only the filing fee listed on page one of the form is required and the filing will be
processed in approximately 3-7 business days. The processing time may vary based on the volume of
filings received by our office.
Expedite Service 1: By including an Expedite fee of $100.00, in addition to the regular filing fee on page
one of the form, the filing will be processed within 2 business days after it is received by our office.
Expedite Service 2: By including an Expedite fee of $200.00, in addition to the regular filing fee on page
one of the form, the filing will be processed within 1 business day after it is received by our office.
This
service is only available to walk-in customers who hand deliver the document to the Client Service Center.
Expedite Service 3: By including an Expedite fee of $300.00, in addition to the regular filing fee on page
one of the form, the filing will be processed within 4 hours after it is received by our office, if received by 1:00
p.m.
This service is only available to walk-in customers who hand deliver the document to the Client Service Center.
Preclearance Filing: A filing form, to be submitted at a later date for processing, may be submitted to be
examined for the purpose of advising as to the acceptability of the proposed filing for a fee of $50.00. The
Preclearance will be complete within 1-2 business days.
Last Revised: 06/2019
Form 540
Page 1 of 4
Toll Free: 877.767.3453 | Central Ohio: 614.466.3910
OhioSoS.gov
|
business@OhioSoS.gov
File online or for more information:
OhioBusinessCentral.gov
Filing Form Cover Letter
Please return the approval certificate to:
Name
(Individual or Business Name):
To the Attention of
(if necessary):
Address:
City:
State
ZIP Code:
Phone Number:
E-mail Address:
Check here if you would like to receive important notices via e-mail from the Ohio Secretary of State's office regarding
Business Services.
Check here if you would like to be signed up for our Filing Notification System for the business entity being created or
updated by filing this form. This is a free service provided to notify you via e-mail when any document is filed on your
business record.
Please make checks or money orders payable to: "Ohio Secretary of State"
Type of Service Being Requested: (PLEASE CHECK ONE BOX BELOW)
Regular Service: Only the filing fee listed on page one of the form is required and the filing will be
processed in approximately 3-7 business days. The processing time may vary based on the volume of
filings received by our office.
Expedite Service 1: By including an Expedite fee of $100.00, in addition to the regular filing fee on page
one of the form, the filing will be processed within 2 business days after it is received by our office.
Expedite Service 2: By including an Expedite fee of $200.00, in addition to the regular filing fee on page
one of the form, the filing will be processed within 1 business day after it is received by our office.
This
service is only available to walk-in customers who hand deliver the document to the Client Service Center.
Expedite Service 3: By including an Expedite fee of $300.00, in addition to the regular filing fee on page
one of the form, the filing will be processed within 4 hours after it is received by our office, if received by 1:00
p.m.
This service is only available to walk-in customers who hand deliver the document to the Client Service Center.
Preclearance Filing: A filing form, to be submitted at a later date for processing, may be submitted to be
examined for the purpose of advising as to the acceptability of the proposed filing for a fee of $50.00. The
Preclearance will be complete within 1-2 business days.
Last Revised: 06/2019
Form 540
Page 1 of 4
Form 540 Prescribed by:
Mail this form to one of the following:
Toll Free: 877.767.3453
Regular Filing (non expedite)
Central Ohio: 614.466.3910
P.O. Box 1329
Columbus, OH 43216
OhioSoS.gov
Expedite Filing (Two business day processing time.
business@OhioSoS.gov
Requires an additional $100.00)
P.O. Box 1390
File online or for more information:
OhioBusinessCentral.gov
Columbus, OH 43216
For screen readers, follow instructions located at this path.
Certificate of Amendment
(For-Profit, Domestic Corporation)
Filing Fee: $50
Form Must Be Typed
Check appropriate box:
Amendment to existing Articles of Incorporation
(125-AMDS)
Amended and Restated Articles (122-AMAP) -
The following articles supersede the existing articles and all amendments thereto.
Complete the following information:
Name of Corporation
Charter Number
Check one box below and provide information as required:
The articles are hereby amended by the Incorporators. Pursuant to Ohio Revised Code section 1701.70
(A), incorporators may adopt an amendment to the articles by a writing signed by them if initial directors
are not named in the articles or elected and before subscriptions to shares have been received.
The articles are hereby amended by the Directors. Pursuant to Ohio Revised Code section 1701.70(A),
directors may adopt amendments if initial directors were named in articles or elected, but subscriptions to
shares have not been received. Also, Ohio Revised Code section 1701.70(B) sets forth additional cases
in which directors may adopt an amendment to the articles.
The resolution was adopted pursuant to Ohio Revised Code section 1701.70(B)
(In this space insert the number 1 through 10 to provide basis for adoption.)
The articles are hereby amended by the Shareholders pursuant to Ohio Revised Code section 1701.71.
The articles are hereby amended and restated pursuant to Ohio Revised Code section 1701.72.
Last Revised: 06/2019
Form 540
Page 2 of 4
A copy of the resolution of amendment is attached to this document.
Note: If amended articles were adopted, they must set forth all provisions required in original articles except that
articles amended by directors or shareholders need not contain any statement with respect to initial stated capital.
See Ohio Revised Code section 1701.04 for required provisions.
By signing and submitting this form to the Ohio Secretary of State, the undersigned hereby certifies that he or she
has the requisite authority to execute this document.
Required
Must be signed by all
Signature
incorporators, if amended by
incorporators, or an authorized
officer if amended by directors or
By (if applicable)
shareholders, pursuant to Ohio
Revised Code section 1701.73(B)
and (C).
If authorized representative
Print Name
is an individual, then they
must sign in the "signature"
box and print their name
in the "Print Name" box.
Signature
If authorized representative
is a business entity, not an
individual, then please print
the business name in the
By (if applicable)
"signature" box, an
authorized representative
of the business entity
must sign in the "By" box
Print Name
and print their name in the
"Print Name" box.
Last Revised: 06/2019
Form 540
Page 3 of 4
Instructions for Certificate of Amendment
This form should be used for a for-profit, domestic corporation to file a certificate of amendment.
If you wish to file an amendment to existing Articles of Incorporation, please indicate on page one (1).
This means you are changing some of the information from the Initial Articles, but you still want the Initial
Articles to be valid, with these specific changes.
If you wish to file amended and restated articles, please indicate on page one (1). If you file amended
articles, the articles submitted will supersede the existing articles and any amendments previously filed.
Note: If amended articles were adopted, amended articles must set forth all provisions required in
original articles except for articles amended by directors or shareholders need not contain any statement
with respect to initial stated capital. See Ohio Revised Code section 1701.04 for required provisions.
Corporation Information
Please provide the name of the corporation (as currently registered with our office) and the charter
number assigned by our office.
Statement regarding Manner and Basis for Resolution Adopting Amendments or Amended
Articles
Pursuant to Ohio Revised Code section 1701.73, the Certificate must state the manner in which the
resolution was adopted to amend the articles, and, in the case of adoption of the resolution by
incorporators or directors, a statement of the basis for such adoption shall be filed with our office.
Please select the appropriate box to state the resolution was adopted by incorporators, directors or
Shareholders, or to state the articles are being amended and restated. If adopted by Directors, please
provide the applicable paragraph number from Ohio Revised Code section 1701.70(B) which was the
basis for the adoption.
Copy of the Resolution
Pursuant to Ohio Revised Code section 1701.73, upon the adoption of any amendment or amended
articles, a certificate containing a copy of the resolution adopting the amendment or amended articles
must be filed with our office. Please attach the resolution to this Certificate on a single-sided, 8 ½ x 11
sheet(s) of paper.
Additional Provisions
If the information you wish to provide for the record does not fit on the form, please submit additional
provisions on a single-sided, 8 ½ x 11 sheet(s) of paper.
Signature(s)
After completing all information on the filing form, please make sure that page 2 is signed by all
incorporators, if amended by incorporators, or by an authorized officer, if amended by directors or
shareholders, consistent with Ohio Revised Code section 1701.73(B) and (C).
**Note: Our office cannot file or record a document which contains a social security number or
tax identification number. Please do not enter a social security number or tax identification
number, in any format, on this form.
Last Revised: 06/2019
Form 540
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