question.jpgIn Business Law

How can a corporation amend its articles of incorporation?

Where the shareholders want to amend the articles of incorporation, the proposed amendments are usually provided to the other shareholders at or before a special meeting of shareholders or the annual meeting of shareholders, and the shareholders then vote on whether or not to approve the proposed amendments. Some states’ corporate laws are silent on the issue of approving such amendments, but some specifically state how many shareholders must approve the proposed amendments (states usually only require a simple majority, but other states may require a greater number of shareholders or even that the approval be unanimous). Once approved, the amendments must be filed with the secretary of state for the company’s state of incorporation (that is, the state where the original articles of incorporation have been filed). The amendments do not become legally effective until the secretary of state formally accepts the filing.

Amendments to the article of incorporation do not happen too often, since there is not very much information actually included in the articles of incorporation. Typical amendments would include where the corporation wants to change its name or increase/decrease the number of shares it is authorized to issue.