How to Amend Articles of Incorporation

Last Updated: March 12, 2023

Articles of Incorporation is the document that a business files with its home state in order to become a corporation.^{[1]
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Research source} The articles include general information about the business such as its name, address, and the names of the officers. Sometimes, there may be a need for a corporation to amend or change the information contained within the Articles of Incorporation, such as when there's a change of address. The rules and procedures for amending the Articles may vary slightly from state to state, but generally remain the same throughout the United States.

Part 1

Part 1 of 3:

Preparing for the Change

1
Review your corporation's bylaws. The bylaws of a corporation will specifically describe how you go about amending the Articles of Incorporation.^{[2]
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Research source} Review them thoroughly so that you fully understand the process involved in proposing and enacting the amendment.
2
Schedule a meeting with the board of directors. Your change to the Articles of Incorporation will require approval from the board of directors. Schedule a meeting with the board so that they can vote on the proposed change.
- If your corporation is highly political, you should get advice from influential board members first before simply scheduling a vote. They're much more likely to support the change if they feel like they've had input in creating the change.
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3
Create the proposed change. Either you or somebody you trust will create the wording of the proposed change to the Articles of Incorporation. Be sure to review it thoroughly before submitting it to the board for a vote.
- Be sure to use language similar to what's already in the Articles of Incorporation. It should be presented as a rule in rule book.^{[3]
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- It's a good idea to get the input of an attorney who specializes in corporate law when you're submitting a change to the Articles of Incorporation.

Part 2

Part 2 of 3:

Proposing the Change at the Board Meeting

1
Ensure that quorum is at the board meeting. It's almost certainly the case that the board meeting will require a quorum before moving on with important business. Be sure that enough board members are at the meeting so that you can vote on the amendment.
2
Propose the amendment at the board meeting. Be sure to discuss the wording of the change at the board meeting as well as the reason for the change. Give every board member a chance to offer feedback.
3
Take a formal vote on the amendment. Your bylaws will dictate how many of the board members must consent to an amendment to the Articles of Incorporation. If that many or more approve of the amendment, then it passes and you can proceed to the next step.

Part 3

Part 3 of 3:

Fulfilling the Formalities

1
Prepare the actual amendment. Consult the website of the Secretary of State for the state where your business is incorporated. You'll find that there's usually a link to "corporate forms" or wording to that effect. Download the form that's a template for an amendment to the Articles of Incorporation and complete it.
2
File the amendment with the Secretary of State. You can do this either by mail or in person but it's usually easier to do it by mail.
- This process will cost money. The Secretary of State's website should tell you how much it costs. Write out a check for that amount and send it with the amendment.
3
Attach the amendment to the original Articles of Incorporation. This is where you literally amend the new language to the original Articles. You do that by adding it as a page to the book that contains your articles. Now, it's part of your records.