How to Amend Articles of Incorporation

Amending the articles of incorporation is a legal process that allows a corporation to make changes to its existing governing documents. The following are the general steps that need to be taken to amend the articles of incorporation:

1. Review the current articles of incorporation: Before making any changes to the articles of incorporation, review the current documents to ensure that the proposed changes are necessary and do not conflict with any existing provisions.

2. Board of Directors Approval: The board of directors must approve the proposed amendments to the articles of incorporation. This requires a majority vote of the board, as specified in the bylaws.

3. Shareholder Approval: After the board approves the proposed amendments, the shareholders must also approve them. Shareholder approval typically requires a vote at a shareholder meeting, which must be properly noticed in accordance with the corporation's bylaws and state law.

4. File Amended Articles: Once the proposed amendments are approved by the board and shareholders, the corporation must file the amended articles of incorporation with the appropriate state agency, usually the Secretary of State.

5. Obtain any necessary permits or approvals: Depending on the nature of the proposed amendments, the corporation may need to obtain permits or approvals from other government agencies, such as tax or environmental authorities.

6. Update Corporate Records: The corporation should update its corporate records to reflect the changes made to the articles of incorporation.

7. Notify Stakeholders: The corporation should also notify any stakeholders affected by the amendments, such as lenders, suppliers, and customers.

It is important to consult with legal and tax professionals before making any changes to the articles of incorporation to ensure that the changes are legally valid and do not have any unintended consequences.