The Amended Articles of Incorporation Template serves as a crucial document when corporations need to make changes to their foundational structure. Common scenarios requiring amendments include changing the corporate name, adjusting authorized shares, modifying corporate purposes, or updating governance structures. Under U.S. state laws, these amendments typically require board approval and, for fundamental changes, shareholder approval. The document must be filed with the appropriate state authority and comply with state-specific requirements for format and content.
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1. Article 1: Name of Corporation: States the official corporate name and any changes to it
2. Article 2: Registered Office and Agent: Specifies the corporation's registered office address and registered agent
3. Article 3: Purpose: Describes the corporation's business purpose and permitted activities
4. Article 4: Capital Stock: Details authorized shares, classes of stock, and par value
5. Article 5: Board of Directors: Establishes board structure and basic governance rules
1. Article 6: Preemptive Rights: Details shareholders' rights to purchase new stock issues before they are offered to non-shareholders
2. Article 7: Cumulative Voting: Specifies if cumulative voting is allowed in director elections and the procedures thereof
3. Article 8: Limited Liability: Additional provisions limiting director and officer liability to the extent permitted by law
1. Schedule A: Stock Certificate Form: Template for stock certificates if modified from standard form
2. Schedule B: Original Articles: Copy of original articles being amended for reference
3. Schedule C: Shareholder Resolutions: Copies of shareholder resolutions approving amendments
4. Schedule D: State Filing Forms: Required state-specific forms for filing amendments
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