50-State Surveys › Corporation Charter Amendment and Legal-Name-Change Requirements by State
Corporation Charter Amendment and Legal-Name-Change Requirements by State
How may an ordinary domestic for-profit corporation amend its articles, charter, or certificate of formation, including a legal-name change, and what approval, notice, voting, filing, effective-time, restatement, correction, and follow-up rules apply?
51 of 51 jurisdictions verified
every entry statute-checked, oldest 2026-08-15
What this survey covers
A corporation does not complete a charter amendment merely by editing its internal records. The state procedure can require a board proposal, shareholder and separate class approval, and an accepted public filing before the amendment takes effect. A legal-name change is one kind of charter amendment, but a narrow change to a corporate designator may follow a different route.
This survey follows an ordinary amendment from authority and approval through notice, voting, filing, effectiveness, restatement, correction, publication, and name-related follow-up. It keeps the public charter separate from bylaws, registered-agent statements, periodic reports, and transaction filings.
Patterns that define the comparison
The finished table divides along the vote denominator. Many Model Act states use a majority-of-entitled-votes quorum and approve an ordinary voting group when votes cast for the amendment exceed votes cast against it. Another large group instead requires a majority of all outstanding or entitled votes, while Alaska, Connecticut, Hawaii, Massachusetts, New Jersey, New Mexico, Ohio, South Carolina, Texas, Virginia, and Washington preserve two-thirds rules for some corporations or amendments. A corporation's formation date, public status, charter language, or appraisal consequence can therefore change the threshold.
Written consent is not a uniform substitute for a meeting. Some states require unanimity. Many permit the charter to authorize the vote that would suffice at a fully attended meeting, usually with a collection period and notice to nonconsenters. Iowa defaults to 90 percent; Kentucky permits a charter-set threshold no lower than 80 percent. North Carolina and Arizona add public- company, formation-date, or governing-document branches.
Board-only name authority also splits. Alabama, Delaware, Georgia, Kansas, Louisiana, Maryland, Minnesota, Nevada, Ohio, Oklahoma, Pennsylvania, Virginia, and Washington provide a general or name-only board route subject to their stated limits. Many other states restrict the board to substituting a corporate designator or changing geographical wording, so an entirely new legal name still follows the ordinary shareholder procedure.
Separate class and series voting is an independent question and commonly reaches otherwise nonvoting shares. Appraisal is much less uniform: some states grant it for materially adverse rights changes, some chiefly for a fractional- share cashout, some only when the charter, bylaws, or board creates the right, and some provide no appraisal for an ordinary amendment.
Filing mechanics move independently from approval. Base fees range from $15 in Montana to variable capital-based charges in the District of Columbia and other states. A 90-day delayed-effect ceiling is common, but Alaska uses 30 days, Virginia uses 15 days after certificate issuance, and Connecticut states no general maximum. Georgia requires name-change publication, while Arizona allows publication or a Corporation Commission database entry. Forms also divide among online, paper, and mixed filing routes, so current agency instructions matter even when the approval statute is unchanged.
What remains outside the survey
This comparison does not choose amendment language, capital structure, voting strategy, or tax treatment. It does not decide a disputed board or shareholder record, fiduciary claim, investor or lender consent, securities-exchange rule, license, permit, trademark, contract, property-title update, or foreign-state filing. Those questions can remain after the state accepts the amendment.
Get this answered for your state
This survey compares every state side by side. Ask about your specific situation and see what your state's law says, with citations to the statutes.
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| State | Governing law, document, entity, and scope | Amendable provisions and name-change boundary | Authority before shares issue | Board proposal, recommendation, and abandonment | Shareholder notice, consent, quorum, and vote | Class, series, nonvoting shares, and appraisal | Board-only, agent, correction, and bylaw routes | Contents, signer, fee, and effective time | Restatement, publication, and name follow-up | Special-entity and disputed-change boundaries |
|---|---|---|---|---|---|---|---|---|---|---|
| Alabama verified 2026-08-15 | Alabama Business Corporation Law, Title 10A ch. 2A; amend the certificate of incorporation by filing a certificate of amendment with the Secretary of State (§§ 10A-2A-10.01 to -10.09) |
May add or change a provision then required or permitted, or delete one no longer required; the board may change the name unless the charter opts out, but the new name needs the statutory designator, distinguishability, and a current reservation certificate (§§ 10A-2A-10.01, -10.05(e), 10A-1-5.03 to -5.04; form) |
Before any stock is issued, the board may amend; if there is no board, the incorporators may amend (§ 10A-2A-10.02) |
After stock issues, the board first adopts and ordinarily recommends the amendment, may explain a conflict-based no-recommendation and set conditions; a filed instrument not yet effective may be abandoned by certificate (§§ 10A-2A-10.03(a)-(c), 10A-1-4.13) |
Give every stockholder 10-60 days' meeting notice with the amendment; default quorum is a majority of votes entitled and approval is votes cast for exceeding votes cast against; less-than-unanimous written consent is allowed unless the charter says otherwise, with 10-day follow-up notice (§§ 10A-2A-10.03(d)-(e), 10A-2A-7.04-.05, -7.25) |
Affected classes or series vote separately, including otherwise nonvoting stock; similarly affected groups vote together unless the charter or board condition says otherwise. Appraisal ordinarily reaches a fractional-share repurchase amendment or an expressly granted amendment right, subject to statutory limits (§§ 10A-2A-10.04, 10A-2A-13.02) |
Board-only routes include a general name change and listed stale-information, share, and series changes; agent/office changes use a statement, filed errors use correction or nullification, and bylaws use separate board/stockholder authority (§§ 10A-2A-10.05, -10.20; 10A-1-4.21 to -4.25; 10A-1-5.32) |
State current name and entity ID, amendment text, adoption date, implementation terms, and approval route; an authorized officer ordinarily signs, with statutory fallbacks; $100; online or two typed paper copies; receipt or delayed effect up to 90 days; no notary required (§§ 10A-2A-10.06, -1.20; 10A-1-4.11-.12, -4.31; form) |
Board may consolidate without stockholders, while new substantive amendments use their ordinary approval route; restatement costs $100 and supersedes prior charter records. No statewide publication step appears; attach the new reservation certificate for a name change, and former-name proceedings continue (§§ 10A-2A-10.07, -10.09; 10A-1-4.31; form) |
Ordinary private business corporation only; benefit, professional, nonprofit, bank, insurance, other regulated, foreign, securities-market, tax, lender, investor, foreign-registration, and disputed-authority issues can change or add rules (§§ 10A-1-5.04, 10A-2A-13.02) |
| Alaska verified 2026-08-15 | Alaska Corporations Code, AS ch. 10.06, art. 7; an ordinary domestic for-profit corporation amends its articles of incorporation by delivering articles of amendment to the DCCED commissioner (§§ 10.06.502-.520, .990(10), (13)) |
May amend in any desired lawful respect, including name, duration, purpose, shares, class/series rights, and preemptive rights. Name needs corporation/company/incorporated/limited or abbreviation, may not imply another purpose or municipality, and must be distinguishable (§§ 10.06.105, .502) |
If no shares have issued, the board adopts a resolution setting out the amendment; the statute gives no incorporator-only substitute (§ 10.06.504(a)(1)) |
After issuance, board and outstanding-share approval are both required, but shareholders may initiate before or after board consideration; a board proposal is directed to an annual or special meeting. The ordinary amendment sections state no separate recommendation or general post-approval abandonment route (§§ 10.06.502-.520) |
Notice containing the amendment or a summary is due 20–60 days before. Default meeting quorum is majority of entitled shares, never below one-third; amendment approval is majority of all outstanding entitled shares, not merely represented shares. Written consent requires all outstanding entitled shares. Pre-July 1, 1989 corporations generally retain two-thirds of entitled shares unless they elect into §§ 10.06.504-.506 (§§ 10.06.410, .415, .423, .504, .990(5)) |
An affected class votes separately even if otherwise nonvoting and needs a majority of that class plus approval of outstanding shares; greater charter votes remain protected. Ordinary articles amendments are not among the dissent events, which cover specified organic changes and substantially-all-assets dispositions (§§ 10.06.506, .508, .574, .905(b)) |
Board-only post-share routes cover deleting initial directors, deleting initial agent/office after a filed change, a one-class whole-share split, certain acquired-share retirement, and filed class/series resolutions. Agent/office statement, facial-error correction, and bylaw action are separate; correction cannot change the corporate name (§§ 10.06.165, .228, .320-.323, .388(b), .504(a)(3), .920) |
Articles state name, amendment, approval date, outstanding/entitled and class shares, votes for/against, and any exchange mechanics. President or vice-president plus secretary or assistant secretary sign; deliver an original and exact copy. Fee $25. Effective on certificate issuance or stated later date no more than 30 days after filing (§§ 10.06.510-.514; 3 AAC 16.030(b); Form 08-401) |
Board may adopt a no-change restatement; an amended restatement follows ordinary amendment approval. Restated articles reproduce all operative provisions and supersede prior articles when the restated certificate issues. No statewide publication/proof step appears; a name change does not abate existing suits (§§ 10.06.504(b), .514(b), .516-.520) |
Ordinary Chapter 10.06 domestic private corporation only. Professional corporations add Chapter 10.45 licensing and ownership requirements; pre-July 1, 1989 corporations have the legacy voting rule, and Alaska Native corporations are excepted from that rule. Foreign, nonprofit, regulated, reorganized, securities, tax, fiduciary, and disputed-authority matters are outside this general route (§§ 10.06.504(d)-(e), .522-.526, .990(13); AS 10.45.010) |
| Arizona verified 2026-08-15 | Arizona Business Corporation Act; deliver articles of amendment or articles of restatement to the Arizona Corporation Commission (§§ 10-1001, 10-1006-.1007) |
May add/change a required or permitted article or delete a nonrequired one; a new name needs an approved designator and distinguishability, while board-only name authority is limited to designator substitutions or geographic wording (§§ 10-401, 10-1001-.1002) |
Before any shares issue, a majority of the board adopts unless the articles require more; § 10-1005 does not give ordinary incorporators a separate adoption route (§ 10-1005) |
Board may propose, normally recommends, explains a conflict/special-circumstances no-recommendation decision, and may condition submission; the amendment article states no separate post-approval abandonment route (§ 10-1003) |
Give every shareholder 10-60 days' notice with amendment or summary; dissent-rights groups need majority of entitled votes, others need majority quorum and more votes for than against; written-consent thresholds have public-company, charter/bylaw, and pre-Aug. 6, 2016 formation exceptions (§§ 10-704-.705, 10-725-.726, 10-1003) |
Affected classes/series vote separately, including otherwise nonvoting shares; listed adverse preference, redemption, preemptive, voting, or fractional-share amendments trigger appraisal, subject to investment-company and market/2,000-holder limits (§§ 10-1004, 10-1302) |
Board-only historical, agent-record, proportional-share, limited name, and other express changes; agent/office uses a statement of change, nonmaterial error uses correction, and bylaws use separate board/shareholder authority (§§ 10-124, 10-502, 10-1002, 10-1020) |
State current name, amendment text, adoption date, share implementation and approval facts; board chair, officer, or court fiduciary signs; $25; online/mail/fax routes; delivery effect or delayed time/date up to 90 days; no acknowledgment required (§§ 10-120, 10-123, 10-1006; Form C014) |
Restatement may consolidate and amend, preserves shareholder approval for included amendments, and supersedes prior articles; within 60 days after approval publish or use Commission database entry; former-name proceedings continue (§§ 10-1006-.1007, 10-1009) |
Ordinary private for-profit only; professional, nonprofit, benefit, public, regulated, foreign, insolvent, securities, tax, lender/investor, licensing, fiduciary, fraud, defective-action, and disputed-control matters remain outside; market status can limit appraisal (§ 10-1302) |
| Arkansas verified 2026-08-15 | Arkansas Business Corporation Act of 1987, Ark. Code tit. 4, ch. 27; Articles of Amendment implemented by SOS Form DN-07 |
Add/change any permitted articles term or delete a nonrequired term; general new name uses ordinary approval, while board-only authority covers similar designator or geographic wording (Ark. Code §§ 4-27-1001 to -1003) |
Before any shares issue: incorporators or board may amend; no special amendment supermajority, so ordinary actor rules apply (Ark. Code §§ 4-27-1005, -205, -821, -824) |
Board proposes and recommends unless conflict/special circumstances are explained; submission may be conditioned; no express postapproval abandonment route (Ark. Code § 4-27-1003) |
All shareholders get amendment copy/summary; 10-60 days generally, but capital-stock increase gets 60-75; majority quorum; votes cast except appraisal groups need majority entitled; capital increase written consent is unanimous (Ark. Code §§ 4-27-704, -705, -725; 4-27-1003) |
Listed affected class/series votes separately even if nonvoting; appraisal for five materially adverse rights changes; appraisal group needs majority of votes entitled (Ark. Code §§ 4-27-1003(e), -1004, -1302) |
Narrow cleanup/designator/geographic amendments and pre-issue class terms; agent statement separate; $30 correction only for incorrect statement/defective execution; bylaws separate (Ark. Code §§ 4-27-1002, -602, -124, -1020; 4-20-108) |
Name, amendment text, adoption date/method, implementation and voting details; chair/president/other officer signs; $45 online/$50 paper, or $90/$100 with share exchange; filing or ≤90-day delay (Ark. Code §§ 4-27-120, -123, -1006; SOS) |
Board may restate; new amendments use their normal approvals; amended restatement statutory fee $100; no statewide amendment/name-change publication or second statewide filing (Ark. Code §§ 4-27-1007, -1009, -122) |
Pre-1987-code corporations, nonprofit/professional/benefit/regulated entities, securities and tax effects, and disputed authority use different rules or review |
| California verified 2026-08-15 | California General Corporation Law; file a certificate of amendment or restated articles with the Secretary of State (Corp. Code §§ 900-910) |
May amend in any lawful respect and effect share changes, but cannot rewrite initial address, director, or agent statements except for correction/deletion after a § 1502 statement; a new name must not mislead and must be distinguishable (§§ 201, 900) |
Majority of incorporators if no directors were named or elected; otherwise majority of directors (§ 901) |
After shares issue, board and outstanding-share approval are required in either order; no separate recommendation rule; a delayed filing may be revoked before effectiveness by a like-executed certificate (§§ 110(c), 902(a)) |
Meeting notice 10-60 days before and must state the proposal's general nature; ordinary approval is a majority of outstanding entitled shares, not merely votes cast; written consent may use the same minimum with prompt nonconsenter notice (§§ 152, 601-603) |
Listed adverse changes require separate majority approval by the affected class even if otherwise nonvoting; differently affected series separate; ordinary amendments are not among § 1300's reorganization appraisal events (§§ 903, 1300) |
Board-only exceptions cover old duration, limited single-class stock splits, and deletion of stale initial information; agent/address changes use a § 1502 statement, errors use § 109 correction, and bylaws use §§ 211-212 |
State amendment text, board approval, vote/class facts or board-only facts; officers' certificate normally signed/verified by president and secretary; $30; online, mail, or in person; filing or delayed effect up to 90 days (§§ 110, 905-908; SOS forms) |
Restatement may consolidate and amend, supersedes prior articles, and costs $30; no ordinary statewide publication step; agent/address, tax, license, contract, title, trademark, and foreign-registration updates remain separate (§§ 910, 1502; SOS forms) |
Ordinary domestic stock corporation only; close-corporation, social-purpose, nonprofit, professional, regulated, public, securities, tax, foreign, insolvent, conversion, merger, and disputed-control routes may use different votes or filings (§§ 158, 911) |
| Colorado verified 2026-08-15 | Colorado Business Corporation Act and Corporations and Associations Act; an ordinary domestic profit corporation files online articles of amendment with the Secretary of State (§§ 7-90-301, 7-110-101 to -106) |
May add/change a currently required or permitted article or delete a nonrequired one; a new name needs a corporate designator and record distinguishability; only a designator substitution, geographic-attribution edit, or reinstatement-related name fix is board-only (§§ 7-90-601, 7-110-101 to -103) |
Before shares issue, the board may amend; if no directors are elected, the incorporators may amend (§ 7-110-105) |
The board or holders of at least 10% of all entitled amendment votes may propose; the board recommends unless shareholders proposed or a disclosed conflict/special circumstance supports no recommendation; proposers may condition effectiveness; no general abandonment rule appears (§ 7-110-103) |
Give entitled holders the amendment or summary 10-60 days before the meeting, or at least 30 days for an authorized-share increase; unanimous consent or charter-authorized minimum-vote consent is available; default quorum is a majority and votes for must exceed votes against (§§ 7-107-104-.105, 7-107-206-.208, 7-110-103) |
Listed affected classes or series vote separately even if otherwise nonvoting; appraisal automatically covers a fractional-share repurchase amendment and may cover other amendments if the charter, bylaws, or board resolution provides, subject to market exceptions (§§ 7-110-104, 7-113-102) |
Board-only amendments are limited to historical/filer information, agent/office cleanup, narrow name changes, reinstatement, and other express routes; agent changes use a statement/periodic report/form, correction fixes incorrect-at-delivery information or revokes a delayed/error filing, and bylaws use separate authority (§§ 7-90-305, 7-90-702, 7-110-102, 7-110-201) |
State current entity name, amendment text, and share-change implementation terms; no signature is required, but a named filing individual makes a perjury affirmation; online only; $25; effective on filing or up to 90 days later, and failed/reversed payment means not successfully filed (§§ 7-90-301-.304, 7-110-106; SOS instructions; 2026 ch. 226) |
Restatement may consolidate or include properly approved amendments, supersedes prior articles/amendments, and costs $25 online; no ordinary statewide publication step appears; former-name proceedings continue (§§ 7-90-304.5, 7-110-107, 7-110-109; SOS forms and fees) |
Ordinary private profit corporation only; public-benefit, nonprofit, professional, cooperative, public-market, regulated, securities, tax, foreign-registration, lender, investor, and disputed-authority matters can change or exceed this route (§§ 7-90-601, 7-101-501 to -509, 7-113-102) |
| Connecticut verified 2026-08-15 | Connecticut Business Corporation Act, Conn. Gen. Stat. §§ 33-600 to -998; an ordinary domestic stock corporation files a Certificate of Amendment with the Secretary of the State (§§ 33-600, 33-795 to -803) |
May add/change a currently permitted or required certificate provision or delete a nonrequired provision. A general new legal name uses the ordinary amendment route and must satisfy designator, purpose, and distinguishability rules; board-only name authority is limited to similar designator substitutions or geographical attribution (§§ 33-655, 33-795 to -797) |
Before any shares issue, the board may adopt one or more amendments; incorporators act only if there is no board. The post-issuance board-and-shareholder procedure then applies, subject to narrow board-only exceptions (§§ 33-797, 33-799) |
After shares issue, the board adopts and submits the amendment and generally recommends approval. It may omit a recommendation for conflicts, special circumstances, or § 33-754, but must state the basis, and may condition submission. The ordinary amendment sections state no postapproval abandonment route (§ 33-797(a)-(c)) |
Meeting: notify every shareholder 10-60 days beforehand and include the amendment. Appraisal-rights groups need a majority of votes entitled; other groups use majority quorum and votes cast for exceeding against. Pre-1997 corporations with fewer than 100 record holders use two-thirds of each group unless the certificate opts out. Consent is unanimous unless the certificate authorizes the minimum meeting vote; collect within 60 days and notify nonvoters/nonconsenters within 10 days (§§ 33-698 to -699, 33-709 to -711, 33-797(d)-(f)) |
When more than one class is outstanding, affected classes or series vote separately, including otherwise nonvoting shares; similarly affected groups vote together unless the certificate or board requires separation. Appraisal principally covers a fractional-share repurchase amendment, benefit-corporation election, or express charter/bylaw/board grant, subject to market and preferred-share rules (§§ 33-798, 33-856) |
Board-only amendments include historical cleanup, qualifying one-class forward splits/share-dividend increases, narrow designator/geographical name changes, acquired-share reductions/deletions, and other express authority. Agent/office changes use a separate statement; correction fixes inaccuracies or defective creation/execution/transmission and generally relates back; bylaws follow § 33-806 (§§ 33-611, 33-661, 33-796, 33-806) |
Certificate states name, amendment text, implementation terms if needed, adoption date, and approval route. Chair, president, or another officer signs with name/capacity; no seal, attestation, acknowledgment, or verification is required. Online or paper; $100. Effective on filing, a same-day stated time, or a stated delayed date with no statutory maximum (§§ 33-608, 33-610, 33-617(a)(6), 33-800; Connecticut Business) |
Board may restate with or without shareholder approval to consolidate amendments; new amendments needing shareholders follow § 33-797. File corporation name, full restated text, and required statements; it supersedes prior instruments and costs $100. No statewide publication is stated; a name change does not abate proceedings in the former name (§§ 33-801, 33-803, 33-617(a)(7)) |
Ordinary domestic stock-corporation answer only. Specially chartered, benefit, nonprofit/nonstock, professional, public, regulated, foreign, insolvent, merged, divided, converted, defective-act, securities, tax, lender, investor, fiduciary, and disputed-authority matters may use different rules |
| Delaware verified 2026-08-15 | Delaware General Corporation Law, 8 Del. C. ch. 1, subch. VIII; an ordinary domestic stock corporation files a certificate of amendment with the Division of Corporations (§§ 241-242) |
May make any lawful original-charter provision and needed stock-change terms; listed subjects include name, purposes/powers, stock, rights, classes, duration, and obsolete formation terms. A new name needs a permitted word/abbreviation and record distinguishability, subject to filed consent or statutory waiver routes (§§ 102(a)(1), 241-242) |
Before any payment for stock, amendment requires a majority of incorporators if directors were not named/elected, otherwise a majority of named or elected and qualified directors. Certificate states no payment and due adoption; filing generally relates back to original effectiveness except for substantially adversely affected persons (§ 241) |
After payment, the board adopts a resolution setting out the amendment, declares it advisable, and directs an annual or special meeting when a stockholder vote is required. The resolution may let the board abandon before the filing becomes effective. Board action still precedes the current no-stockholder-vote routes (§ 242(b)-(d)) |
When required, 10–60 days' meeting notice gives the full amendment or a summary. Default approval is a majority of all outstanding stock entitled to vote, not votes cast. General quorum defaults to a majority and cannot be below one-third. Unless the certificate bars it, meeting-equivalent written/e-consent may be gathered within 60 days, with prompt notice to nonconsenters (§§ 216, 222, 228, 242) |
A class votes separately, whether otherwise voting or not, on changes to its authorized count, par value, or adversely affected powers/preferences/special rights; a differently adversely affected series is a separate class. Charter and current listed-company exceptions can alter some authorized-share votes. Ordinary charter amendments are not § 262 appraisal events (§§ 242(b)(2), (d)(2), 262) |
Unless the certificate expressly requires a vote, board-only amendments now include a corporate-name change, deletion of listed obsolete formation/implementation terms, and a qualifying one-class share subdivision; listed-company share changes have another votes-cast exception. Agent/office change, correction/nullification, and bylaws use separate routes (§§ 103(f), 109, 133, 242(d)) |
Certificate sets out the amendment and certifies due adoption; current stock form states the exact name, amended article and complete replacement text. Authorized officer signs; signature alone acknowledges under perjury, with e-signatures allowed. Upload for submission or mail with cover memo. Minimum fee $214, stock changes may add fees, and extra pages cost $9. Effective on filing or stated time within 90 days (§§ 103, 242, 391; Division form/fee schedule) |
Board may adopt a consolidation-only restatement without stockholders; a restatement with new amendments follows § 241 or § 242, and filing supersedes prior charter instruments without changing incorporation date. Minimum fee $214. The amendment statute/form impose no ordinary statewide publication or proof step and no universal separate name-change filing (§ 245; fee schedule) |
Ordinary private stock corporation only. Nonstock amendments have a separate governing-body/member route; exchange-listed corporations have § 242(d)(2) votes-cast exceptions. Public-benefit, close, professional, regulated, foreign, insolvent, securities, franchise-tax, fiduciary, defective-act, and disputed-authority matters require separate analysis (§§ 242(b)(3), (d)(2), 262) |
| District of Columbia verified 2026-08-15 | D.C. Business Corporation Act, D.C. Code tit. 29, ch. 3, subch. VIII; an ordinary domestic business corporation delivers articles of amendment to the Mayor through DLCP on Form DBU-2 (§§ 29-308.01-.09) |
May add/change a currently required or permitted articles provision or delete one no longer required. New name needs corporation/incorporated/company/limited or equivalent, must be distinguishable, and may need approval for bank/insurance words (§§ 29-103.01-.02, 29-308.01) |
Before any shares issue, the board may amend; if there is no board, the incorporators may amend (§ 29-308.02) |
After issuance, board adopts and submits the amendment, may condition submission, and recommends approval unless conflicts or special circumstances support a stated no-recommendation basis. No general pre-filing abandonment power is stated; a filed record may be withdrawn before effectiveness (§§ 29-102.04, 29-308.03) |
All shareholders, voting or not, receive meeting notice with the amendment; general timing is 10–60 days. Each voting group needs a majority-of-entitled-votes quorum and votes cast favoring must exceed opposing. Consent defaults unanimous; articles may authorize meeting-equivalent consent within 60 days, followed by notice within 10 days (§§ 29-305.04-.05, 29-305.25-.27, 29-308.03) |
Affected class/series votes separately even if otherwise nonvoting; similarly affected groups may vote together unless articles or board require separate groups. Appraisal applies to a cash-out fractional-share amendment or if articles, bylaws, or board resolution grant it, subject to market exceptions (§§ 29-308.04, 29-311.02) |
Board-only list includes duration, initial-director deletion, agent information, one-class share split/dividend increase, designator substitution or geographic-attribution name edit, acquired-share reduction/class deletion, and authorized unissued-class changes. Agent statement, correction, and bylaws use separate routes (§§ 29-102.05, 29-104.07, 29-308.05, 29-308.20) |
DBU-2 states name, amendment text, exchange mechanics, adoption date, and approval route; authorized governor/person signs, with no seal, attestation, acknowledgment, or verification. File online through CorpOnline or by mail. $220 with no share change; share increases $220–$1,650 by authorized capital. Effective on filing or delayed up to 90 days (§§ 29-102.01-.03, 29-308.06; DBU-2; fee schedule) |
Board may consolidate amendments by restatement with or without shareholder approval; new amendments retain ordinary approval and the restatement supersedes prior articles. DBU-3 and Part A state no publication/proof step. A name change does not abate a proceeding under the former name (§§ 29-308.07, 29-308.09; DBU-3) |
Ordinary domestic business corporation only. Professional corporations use a distinct name rule; a federal-court reorganization may amend without board/shareholder action. Public, benefit, nonprofit, regulated, foreign, securities, tax, fiduciary, and disputed-authority issues remain outside the ordinary route (§§ 29-103.02(c), 29-308.08) |
| Florida verified 2026-08-15 | Florida Business Corporation Act; file articles of amendment or amending restated articles with the Department of State (§§ 607.1001, 607.1006-.1007) |
May add/change a required or permitted article or delete a nonrequired one; new name needs a corporate designator and distinguishability, subject to written-consent route for a nonidentical conflict (§§ 607.1001, 607.0401) |
Before shares issue, board adopts; if no board, a majority of incorporators may adopt (§ 607.1005) |
Board first adopts and normally recommends, may set conditions; corporations with 35 or fewer shareholders may amend at a noticed meeting without board action; a delivered filing may be withdrawn before effect (§§ 607.1003, 607.0124(5)) |
Give all shareholders 10-60 days' meeting notice with amendment copy; default approval is majority of votes entitled to be cast; threshold written consent allowed with notice to nonsigners within 10 days (§§ 607.1003, 607.0704-.0705, 607.0725) |
Affected classes/series vote separately, including otherwise nonvoting shares; appraisal covers listed fractional-share, charter-granted, legacy/small-corporation, and special-status amendments, subject to market limits (§§ 607.1004, 607.1302) |
Board-only listed historical, designator/geographic, par-value, unissued-class, and share adjustments; agent changes, corrections, and bylaws have separate routes (§§ 607.1002, 607.0502, 607.0124, 607.1020) |
State name, amendment text, adoption date, implementation and approval facts; director, president, officer, or qualifying incorporator signs; $35; effective on acceptance or delayed no later than 90 days after filing (§§ 607.0120, 607.0122-.0123, 607.1006; Form CR2E011) |
Board may restate without shareholders unless adding an amendment needing approval; $35; no ordinary publication step appears; former-name proceedings continue (§§ 607.1007, 607.1009; Form CR2E156) |
New interest-holder liability needs each affected holder's separate consent; professional, social-purpose, benefit, regulated, securities, tax, foreign, and disputed changes require separate analysis (§§ 607.1003(8), 607.1302) |
| Georgia verified 2026-08-15 | Georgia Business Corporation Code; file articles of amendment or articles of restatement with the Secretary of State (§§ 14-2-1001, 14-2-1006-.1007) |
May add/change a required or permitted article or delete a nonrequired one; a new name needs an approved designator, distinguishability, and no misleading purpose language (§§ 14-2-1001, 14-2-401) |
Before any shares issue, the incorporators or board may adopt amendments; a material change gives nonassenting subscribers rescission rights (§ 14-2-1005) |
For shareholder amendments, the board proposes, normally recommends, may condition submission/effect, and may abandon before effectiveness (§ 14-2-1003(a)-(c), (f)) |
Give 10-60 days' notice with amendment copy/summary; default quorum is a majority, but approval is a majority of all votes entitled to be cast by each voting group; written consent is unanimous unless the articles authorize threshold consent (§§ 14-2-1003, 14-2-704-.705, 14-2-725) |
Affected classes/series vote separately, including otherwise nonvoting shares; ordinary amendment appraisal is limited chiefly to a cash-out fractional-share change or rights granted by governing documents/board resolution, subject to market limits (§§ 14-2-1004, 14-2-1302) |
Board-only legal-name and listed cleanup/share changes; agent/office changes use annual-registration amendment, filed errors use correction, and bylaws use separate authority (§§ 14-2-1002, 14-2-502, 14-2-124, 14-2-1020) |
State name, amendment text, implementation, adoption date, and approval route; chair, president, officer, qualifying incorporator/fiduciary, or attorney-in-fact signs; $20 statutory fee, current paper form $30; filing or delay up to 90 days (§§ 14-2-120, 14-2-122-.123; Form CD 100) |
Board may restate, but included amendments still use required approval; name change requires a $40 county-paper request by next business day and 2 weekly notices; former-name proceedings continue (§§ 14-2-1006.1, 14-2-1007, 14-2-1009) |
Ordinary domestic private for-profit only; statutory-close, nonprofit, professional, regulated, public/securities, tax, foreign-registration, and disputed-authority questions remain outside this survey |
| Hawaii verified 2026-08-15 | Hawaii Business Corporation Act, HRS ch. 414; an ordinary domestic profit corporation delivers articles of amendment to the Department of Commerce and Consumer Affairs director (§§ 414-11, 414-281, 414-286) |
May add/change a currently required or permitted article provision or delete a nonrequired one. A new corporate name needs an approved designator and cannot be the same as or substantially identical to protected names absent statutory consent-plus-distinction or a court judgment (§§ 414-51, 414-281) |
Before any shares issue, incorporators or the board may amend. Incorporator written action requires every incorporator; default board action is a majority present at a majority quorum, while board action without a meeting requires every director (§§ 414-35, 414-212, 414-215, 414-285) |
After issuance, board proposes and submits; it must recommend unless conflict or special circumstances support no recommendation and the basis is communicated. Board may condition submission; the amendment part states no express postapproval abandonment route (§ 414-283) |
Notice goes to every shareholder 10–60 days before the meeting with a copy or summary. Majority quorum. Post-June 1987 corporations require a majority of all entitled shares; older corporations require two-thirds unless articles reduce it no lower than majority. Written consent requires all entitled shareholders; nonvoting holders get 10 days' advance notice when required (§§ 414-124 to -125, 414-146, 414-283) |
Affected classes and series vote separately even if otherwise nonvoting; post-June 1987 approval includes a majority of each class and total entitled shares. Dissent/payment rights cover listed material adverse share-right amendments and any shareholder-vote action granted by articles, bylaws, or board resolution (§§ 414-283 to -284, 414-342) |
Post-share board-only amendments are limited to deleting initial-director or obsolete initial-agent information and other changes expressly permitted without shareholders. Agent change, correction, and bylaw amendment use separate routes (§§ 414-15, 414-282, 414-301; § 425R-7) |
File name, amendment text, share-implementation statement, adoption date, approval status, and detailed voting figures when shareholders approve. Board chair, president, other officer, or qualifying incorporator signs and certifies; seal, attestation, acknowledgment, verification, or proof is optional. Paper Form DC-3 lists a $25 fee. An accepted amendment is effective when filed; delayed effectiveness is not authorized for amendment articles (§§ 414-11, 414-14, 414-286; DCCA Form DC-3) |
Board may restate without changing provisions; amended-and-restated articles follow amendment approval and supersede prior articles. No ordinary statewide publication or proof filing appears in the amendment part or current forms. A name change does not end a proceeding under the former name (§§ 414-287, 414-289; Forms DC-2 to DC-5) |
Ordinary private Chapter 414 corporation only. Court-ordered reorganization, nonprofit, professional, public, regulated, foreign, securities, tax, transaction, fiduciary, and disputed-right issues are separate; a court-reorganization amendment has its own route (§ 414-288) |
| Idaho verified 2026-08-15 | Idaho Business Corporation Act, Idaho Code ch. 30-29; ordinary domestic for-profit corporation files articles of amendment with Secretary of State (§§ 30-29-140(5), 30-29-1001 to -1009) |
May add/change a currently lawful article provision or delete a nonrequired one. General legal-name change requires shareholder approval; board alone may swap an approved designator or add/delete/change geographic attribution (§§ 30-29-1001, -1005(e); SOS form) |
Before any shares issue: board, or incorporators if no board. Default board act is majority present at a majority quorum; written board consent is unanimous (§§ 30-29-1002, -821, -824) |
After issuance, board adopts, recommends, and submits; conflict/special-circumstance or § 30-29-826 exception requires disclosed basis. Board may condition approval or effectiveness; amendment chapter states no express postapproval abandonment route (§ 30-29-1003) |
Meeting notice to every shareholder, with amendment, 10–60 days before meeting. Default quorum is majority of entitled votes; votes for must exceed votes against. Written consent is unanimous unless articles authorize meeting-minimum consent; 60-day collection and 10-day postaction notices apply (§§ 30-29-704 to -705, -725) |
Affected class/series votes separately even if otherwise nonvoting; similarly affected groups may vote together. Appraisal covers a fractional-share repurchase amendment or another amendment if articles, bylaws, or board resolution grants it (§§ 30-29-1004, -1302) |
Board-only amendments are limited to listed cleanups, one-class share changes, designator/geographic name edits, and authorized class/series actions. Agent change and correction use separate statements; bylaws use their own route (§§ 30-29-1005, -1020; 30-21-205, -407) |
State name, amendment text, implementation terms if needed, adoption date, and approval recital. Board chair, president, other officer, or qualifying incorporator signs; no seal/notary required. $30 online/base or $50 paper; delayed date within 90 days (§§ 30-29-120, -1006; 30-21-203, -214; SOS) |
Board may consolidate into restated articles; new amendments follow normal approval and duly filed restatement supersedes prior articles. No ordinary statewide publication/proof filing; former-name proceedings continue (§§ 30-29-1007, -1009) |
An amendment imposing new interest-holder liability needs each affected shareholder's separate written consent. Ordinary private business corporation only; professional, nonprofit, public, regulated, foreign, securities, tax, transaction, fiduciary, and disputed-right consequences are separate (§§ 30-29-1003(f)-(g), -140(5)) |
| Illinois verified 2026-08-15 | Illinois Business Corporation Act of 1983; file articles of amendment with the Secretary of State (§§ 10.05-10.35) |
May add, change, or remove any provision permitted in original articles; name must contain a corporate designator, be distinguishable, and satisfy restricted-word rules (§§ 10.05, 4.05) |
Before shares issue, majority of incorporators if initial directors were neither named nor elected; otherwise majority of directors (§ 10.10) |
Board adopts a resolution setting out the amendment and directs shareholder submission; Article 10 states no general recommendation-exception or post-approval abandonment route (§ 10.20) |
10-60 days' meeting notice plus amendment or summary; default quorum is a majority of entitled votes; two-thirds of all entitled shares; written consent may use the same minimum vote after 5-day advance notice plus prompt nonsigner notice (§§ 7.10, 7.15, 7.60, 10.20) |
Two-thirds separate class/series vote for listed changes, including otherwise nonvoting holders; articles may vary vote but not below majority; dissent rights for three listed adverse-right changes or optional grant (§§ 10.20, 10.25, 11.65) |
Majority of whole board may make seven listed changes; agent/office statement, correction, and bylaw action are separate and correction cannot alter name, purpose, authorized shares, or adopted resolution (§§ 10.15, 5.10, 1.15, 2.25) |
Duplicate BCA 10.30 states name, full amendment, adoption route, and applicable share/capital facts; authorized signer; $50 plus optional $100 expedited fee; filing or stated time no more than 30 days later (§§ 1.10, 10.30, 10.35, 15.95) |
No-change restatement may be board-only; amended restatement uses required approvals, supersedes prior articles, and costs $150; no ordinary publication step; former-name suits continue (§§ 10.15, 10.30, 10.35) |
Ordinary private BCA corporation only; court reorganization, close/professional/medical/nonprofit/regulated status, securities, tax, franchise-tax, foreign-registration, insolvency, and disputed authority require separate analysis (§ 10.40) |
| Indiana verified 2026-08-15 | Indiana Business Corporation Law and Uniform Business Organizations Code; deliver articles of amendment or restatement to the Secretary of State (§§ 23-1-38-1 to -9, 23-0.5-2-1) |
May add/change a currently required or permitted article or delete a nonrequired one; a new name needs a corporate designator, record distinguishability or consent, and no false government implication (§§ 23-1-38-1, 23-0.5-3-1 to -2) |
Before any shares issue, the board acts—or incorporators act if no board has been selected; ordinary board action defaults to majority quorum and majority present, or unanimous written consent (§§ 23-1-38-5, 23-1-34-2, -5) |
Board proposes, normally recommends, explains a conflict/special-circumstances no-recommendation decision, and may condition submission; no separate post-approval abandonment rule appears, but the filed record may be withdrawn before effect (§§ 23-1-38-3, 23-0.5-2-4) |
Notify every shareholder 10-60 days before the meeting with the amendment or summary; dissent-rights groups need majority of entitled votes, others default to majority quorum and more votes for than against; unanimous or qualifying minimum-vote written consent is available with 10-day notices (§§ 23-1-29-4 to -5, 23-1-30-6 to -7, 23-1-38-3) |
Affected classes/series vote separately, including otherwise nonvoting shares; ordinary amendment appraisal is not automatic and exists only if the charter, bylaws, or board resolution grants it, while benefit-corporation election is a separate trigger (§§ 23-1-38-4, 23-1-44-8) |
Board-only duration, historical, agent-record, proportional-share, limited designator/geographic-name, treasury-share, and express changes; agent information uses a statement of change, errors use correction, and bylaws use separate board authority (§§ 23-1-38-2, 23-0.5-2-5, 23-0.5-4-6, 23-1-39-1 to -3) |
State current name, amendment text, adoption date, implementation terms, and approval facts; authorized signer gives name/capacity; hand, mail, or electronic filing; $20 electronic/$30 otherwise; filing-time or delayed effect up to 90 days; no seal, acknowledgment, or verification (§§ 23-1-38-6, 23-0.5-2-1, -3, 23-0.5-9-2) |
Restatement may consolidate and amend, preserves approval for included amendments, supersedes prior articles, and costs $20 electronic/$30 otherwise; no statewide publication step; optional county recording follows a name change affecting real property, and former-name proceedings continue (§§ 23-1-38-6 to -9, 23-0.5-9-3) |
Ordinary private for-profit only; professional, nonprofit, benefit, public, regulated, foreign, insolvent, securities, tax, lender/investor, licensing, fiduciary, fraud, defective-action, and disputed-control matters remain outside; SEC-registered voting shares cannot use nonunanimous consent (§§ 23-1-29-4, 23-1-44-8) |
| Iowa verified 2026-08-15 | Iowa Business Corporation Act, Iowa Code ch. 490; file articles of amendment with the Secretary of State (§§ 490.1001-.1006) |
May add/change a required or permitted provision or delete one no longer required; general replacement names use ordinary approval, while limited designator/geographical edits are board-only (§§ 490.1001, .1005, .401) |
Before shares issue, the board—or incorporators if there is no board—may adopt amendments; ordinary board vote or unanimous written-consent mechanics apply (§§ 490.1002, .821, .824) |
Board first adopts and recommends unless conflict, special circumstances, or § 490.826 applies; it may condition approval/effectiveness, but no express board-only postapproval abandonment rule appears (§ 490.1003) |
Every shareholder gets the amendment meeting notice 10-60 days before; majority quorum and votes cast ordinarily approve; consent defaults to 90%, with an articles route to the meeting minimum (§§ 490.704-.705, .725-.727, .1003) |
Affected classes/series vote separately, including otherwise nonvoting shares; appraisal covers a fractional-share repurchase amendment or rights granted by the articles, bylaws, or board (§§ 490.1004, .1302) |
Narrow cleanup, one-class share, designator/geographical, acquired-share, and board-designation changes; agent statement/report, correction, and bylaw routes remain separate (§§ 490.1005, .502, .124, .1020) |
State name, amendment text, adoption date, implementation terms, and approval route; chair/president/officer signs; $50; electronic delivery allowed; filing or delay up to 90 days; no notarization (§§ 490.120, .122-.123, .1006) |
Restatement may consolidate or also amend, costs $50, and supersedes prior articles; no ordinary publication step appears; former-name proceedings continue (§§ 490.1007, .1009, .122) |
Ordinary private for-profit only; regulated businesses remain subject to other statutes, and professional, securities, tax, lender, investor, foreign, and disputed-authority issues are outside this survey (§ 490.301(2)) |
| Kansas verified 2026-08-15 | Kansas General Corporation Code; articles of incorporation amended by certificate filed with Secretary of State (K.S.A. §§ 17-6601 to -6602, 17-7908 to -7911) |
Any provision lawful in original articles; expressly includes name, business or purpose, stock and rights, duration, and obsolete terms. New name needs a permitted corporate word and record distinguishability (§§ 17-6602(a), 17-7918 to -7919) |
Before any stock payment: majority of incorporators if no directors named or elected; otherwise majority of qualified directors. Filing generally relates back to original effectiveness (§ 17-6601) |
Board resolution sets out amendment and declares it advisable; resolution may reserve abandonment before filing becomes effective. Name-only and obsolete-term amendments ordinarily skip shareholder vote (§ 17-6602(b), (c)) |
10–60 days' notice with full amendment or brief summary; default quorum is majority entitled, variable to not below one-third; approval is majority of all outstanding entitled shares. Meeting-minimum written consent within 60 days plus prompt nonconsenter notice (§§ 17-6506, 17-6512, 17-6518, 17-6602) |
Majority of outstanding affected class or series, including otherwise nonvoting shares, for listed adverse changes. No default appraisal for ordinary amendment; articles may grant it (§§ 17-6602(b)(2), 17-6712(c)) |
Board-only name or obsolete-term amendment unless articles require vote; agent/office change uses separate certificate; correction fixes inaccuracy or defective execution and generally relates back; bylaws use separate authority (§§ 17-6602, 17-7912, 17-7926, 17-6009) |
Business ID/current name, amendment, and due-adoption certification; authorized officer or statutory fallback signer under perjury. Online or paper; $30 online/$35 paper; filing or stated date within 90 days (§§ 17-6602, 17-7908 to -7911; BEA; K.A.R. 7-16-1, 7-16-2, 7-34-2) |
Board may consolidate without shareholders; further amendment follows ordinary approval. Current paper total is $35; no ordinary statewide publication or proof filing found (§ 17-6605; current fee rules and forms) |
Ordinary domestic stock corporation only; banks, savings entities, public-benefit corporations, professional or other regulated entities, and securities, tax, transaction, foreign-registration, or disputed-right consequences require separate analysis (§ 17-7919; BEA instructions) |
| Kentucky verified 2026-08-15 | Kentucky Business Corporation Act, KRS ch. 271B, plus ch. 14A filing rules; an ordinary domestic corporation files articles of amendment with the Secretary of State (§§ 271B.10-010 to -090) |
May add or change a provision required or permitted when effective, or delete one not required; a general new name uses the ordinary route and must remain distinguishable with an approved designator. Board-only name authority reaches only a similar designator substitution or geographic attribution (§§ 271B.10-010, -020(6); 14A.3-010) |
Before any shares issue, the incorporators or board may amend without shareholder action (§ 271B.10-050) |
Board may propose, must recommend unless it explains conflict or special circumstances, and may condition submission; the amendment chapter states no separate postapproval abandonment procedure (§ 271B.10-030(1)-(3)) |
Give every shareholder 10-60 days' notice with the amendment or summary. Dissenters-rights groups need a majority of votes entitled; others use majority quorum and votes cast for exceeding against. Consent is unanimous unless the articles authorize at least 80%, with advance/follow-up notice (§§ 271B.10-030, 271B.7-040, -050, -250) |
Affected classes or series vote separately, including otherwise nonvoting shares; similarly affected series vote together. Dissent applies to listed materially adverse rights changes, fractional-share cashouts, public-benefit changes, and any granted right (§§ 271B.10-040, 271B.13-020) |
Board-only routes cover listed stale information, split/share and narrow name wording changes; agent/office changes use a statement, inaccuracies use articles of correction, and bylaws use separate board/shareholder authority (§§ 271B.10-020, -200; 14A.2-090; 14A.4-020) |
State name, amendment text, adoption date, implementation terms, and detailed approval/vote data; chair, president, officer, or authorized representative signs; $40; delivery to Secretary of State; filing or delayed effect up to 90 days; no statutory notary requirement (§§ 271B.10-060, 271B.1-220, 14A.2-020, -070) |
Board may restate with or without shareholders; new amendments keep required approval, restatement supersedes prior articles, and fees are $40 for restatement or $80 for amended-and-restated articles. No statewide publication step appears; former-name proceedings continue (§§ 271B.10-070, -090; 271B.1-220) |
Ordinary private business corporation only; public-benefit conversion/terms, nonprofit conversion, professional, regulated, foreign, securities, tax, lender, investor, foreign-registration, and disputed-authority matters can add or change rules (§§ 271B.10-010(3), 271B.13-020) |
| Louisiana verified 2026-08-15 | Louisiana Business Corporation Act, La. R.S. 12:1-101 et seq.; an ordinary domestic nonpublic corporation files articles of amendment with the Secretary of State (§§ 12:1-1001 to -1009) |
May add or change a provision permitted or required when effective, or delete one no longer required; the board may change the name unless the articles opt out, but the new name must meet designator, wording, distinguishability, consent/judgment, and regulated-word rules (§§ 12:1-1001, -1005(5), 12:1-401) |
Before any shares issue, the board may amend; if there is no board, the incorporators may amend (§ 12:1-1002) |
For an ordinary nonpublic corporation with shares, § 12:1-1003(A) requires shareholder approval but no board proposal or recommendation; the board has only listed board-only routes. Public corporations use a different board proposal/recommendation/condition sequence (§§ 12:1-1003, -1005) |
Give every shareholder 10-60 days' meeting notice with the amendment and planned voting groups; default approval is a majority of all votes entitled. Written consent is unanimous unless the articles authorize the meeting-equivalent threshold, with 10-day follow-up notice (§§ 12:1-1003(A), 12:1-704-.705) |
Affected classes or series vote separately, including otherwise nonvoting shares; similarly affected groups vote together unless the articles or board require separation. Appraisal ordinarily reaches fractional-share repurchase amendments or expressly granted amendment rights, subject to market and preferred-share limits (§§ 12:1-1004, 12:1-1302) |
Board-only routes include a general name change and listed stale-information, share, and series changes; agent/office changes use a statement, filing inaccuracies use articles of correction, and bylaws use separate board/shareholder authority (§§ 12:1-1005, 12:1-124, 12:1-502, 12:1-1020) |
State name, amendment text, adoption date, implementation terms, and approval route; chairman, president, or another officer signs; acknowledgment or authentic act required; online if permitted or typed/printed delivery; seventy-five dollars through Sept. 30, 2026 and ninety-five dollars Oct. 1; receipt or delayed effect up to 90 days (§§ 12:1-120, -123, -1006; § 49:222; Act 921) |
Board may restate with or without shareholders to consolidate; new amendments retain their required approval, the restatement supersedes prior articles, and the fee follows the same seventy-five/ninety-five-dollar schedule. No statewide publication step appears; former-name proceedings continue (§§ 12:1-1007, -1009; § 49:222; Act 921) |
Ordinary nonpublic private corporation only; public corporations use the board-led route, while nonprofit, professional, regulated-name, foreign, securities-market, tax, lender, investor, foreign-registration, and disputed-authority issues can add or change rules (§§ 12:1-401, -1003(B), -1302) |
| Maine verified 2026-08-15 | Maine Business Corporation Act, 13-C M.R.S. ch. 10; an ordinary domestic business corporation delivers articles of amendment to the Secretary of State (§§ 1001, 1006) |
May add/change a currently required or permitted article provision or delete a nonrequired one. A new name must be distinguishable from protected names unless an undertaking, judgment, merger, reorganization, or asset-acquisition route applies; § 401 states no general corporate-designator requirement (§§ 401, 1001) |
Before shares issue, the board—or incorporators if there is no board—may amend. Default board action is majority present at a majority quorum; incorporator written action requires every incorporator (§§ 205, 825, 1002) |
After issuance, board adopts and submits; it recommends unless conflict, special circumstances, or § 827 applies and must transmit the basis for no recommendation. Board may condition submission; § 827 permits agreed submission after the board withdraws its recommendation (§§ 827, 1003) |
Every shareholder gets the amendment with 10–60 days' meeting notice (3–60 days for a close corporation). Default approval is a majority of all entitled votes per group; articles may lower it no further than majority votes cast at a majority quorum. Consent defaults unanimous but articles may permit the meeting-equivalent minimum; all-holder consent removes the board-resolution requirement (§§ 704 to 705, 1003) |
Affected classes and series vote separately even if otherwise nonvoting; similarly affected groups may vote together. Appraisal covers a fractional-share amendment and another amendment only if the articles, bylaws, or board resolution provide it (§§ 1004, 1302) |
Board-only post-share changes are limited to listed duration, initial-director, share, designator/geographical-name, acquired-share, class-deletion, and share-term amendments. Clerk/agent change, correction, and bylaw amendment use separate filings or routes (5 M.R.S. § 108; 13-C M.R.S. §§ 126, 1005, 1020) |
File the corporation name, amendment text, implementation terms when needed, adoption date, and approval statement. Board chair, president, another officer, qualifying incorporator, court fiduciary, or clerk signs; seal, attestation, acknowledgment, and verification are optional. Current Form MBCA-9 fee $50; effective on filing or a stated time/date, with delay capped at the 90th day (§§ 121, 125, 1006) |
Board may consolidate existing amendments without shareholders; new amendments in a restatement follow ordinary approval, and filed restated articles supersede earlier articles. Current restatement fee $80. The amendment subchapter and forms page state no ordinary statewide publication/proof step; a name change does not abate an existing proceeding (§§ 1007, 1009) |
Ordinary Title 13-C business corporation only. Special-act corporations face § 1001(3); court-ordered federal reorganization and benefit-corporation status changes have separate rules. Professional, nonprofit, regulated, securities, tax, transaction, fiduciary, and disputed-authority issues are outside this general route (§§ 1001, 1008; Form MBCA-9) |
| Maryland verified 2026-08-15 | Maryland General Corporation Law; an ordinary domestic stock corporation files articles of amendment with the State Department of Assessments and Taxation (CA §§ 2-601 to 2-612) |
May add any currently lawful charter provision and change purpose, duration, name, stock, or rights; the name needs a listed designator, lawful-purpose wording, and record distinguishability (CA §§ 2-602, 1-502 to 1-504) |
If no stock entitled to vote is outstanding or subscribed: before the organization meeting every incorporator files amended articles; afterward a majority of the entire board approves (CA § 2-603) |
With voting stock, the board adopts the amendment, declares it advisable, and directs submission; a majority of the entire board may abandon before effectiveness and promptly notify SDAT if already filed (CA §§ 2-604(d), 2-612) |
Give required holders notice 10-90 days before the meeting plus the amendment/summary or access instructions; ordinary approval is two-thirds of all entitled votes; unanimous consent always works, while limited minimum-vote consent depends on stock class and charter terms (CA §§ 2-504 to 2-506, 2-604) |
Separately entitled classes/series each use two-thirds; nonvoting holders get notice if express contract rights change; a substantially adverse unreserved change can trigger appraisal, subject to exchange-listing and other exceptions (CA §§ 2-602, 2-604(e), 2-506(b), 3-202) |
Unless the charter opts out, a majority of the entire board may change the corporate name or a class/series designation or par value; charter-authorized share-count changes and narrow public-company reverse splits also have board routes; agent/office, correction, and bylaws are separate (CA §§ 2-105(a)(13), 2-108, 2-109, 2-309(e), 2-605, 1-207) |
State amendment and approval route; include before/after capital details when required; authorized signer acknowledges/verifies, a second officer attests; file online, mail, or in person; $100 standard/$150 current expedited plus capital fee; effective on acceptance or up to 30 days later (CA §§ 1-201, 1-203, 1-204, 1-301 to 1-302, 2-607, 2-610 to 2-610.1) |
Board-majority no-change restatement consolidates current charter; an amending restatement follows amendment approval and supersedes prior charter documents; $100 standard/$150 expedited; no statewide publication or extra name-change filing appears (CA §§ 2-608 to 2-611) |
Ordinary private stock corporation only; open-/closed-end investment companies, exchange-listed shares, professional, benefit, nonstock, religious, cooperative, regulated, insolvent, court-ordered, securities, tax, and disputed changes can use special rules (CA §§ 2-112, 3-202(c)) |
| Massachusetts verified 2026-08-15 | Massachusetts Business Corporation Act, G.L. c. 156D; file articles of amendment with the Secretary of the Commonwealth (§§ 1.20, 10.06) |
May add/change a currently required or permitted provision or delete a nonrequired one; names need a designator and cannot be confusingly similar, subject to consent/judgment routes and a 90-day protest period (§§ 4.01, 10.01) |
Before any shares issue, the board may amend; incorporators may act if there is no board (§ 10.02) |
After shares issue, the board must adopt and submit the amendment and may condition submission; delayed amendments may be abandoned by correction only if approving authority was granted (§§ 1.24(d), 10.03(a)-(c)) |
Notice 7-60 days before with amendment or summary; ordinary approval is two-thirds of all generally entitled shares, but name-only and listed capital amendments use a majority; consent may be unanimous or charter-authorized at the meeting minimum (§§ 7.04-.05, 7.25, 10.03) |
Listed adverse class/series changes require a separate two-thirds vote even for otherwise nonvoting shares; materially adverse rights or transfer-restriction amendments can trigger appraisal (§§ 10.04, 13.02(a)(4)-(5)) |
Board-only routes cover listed designator, geography, share, duration, and series changes; agent/office changes, filing defects, and bylaws use separate procedures (§§ 1.24, 5.02, 10.05, 10.20) |
State name, amendment text, adoption date, approval route, and any share implementation; chairman, president, other officer, incorporator, or fiduciary signs; minimum $100 per article; approval/receipt or delayed effect within 90 days (§§ 1.20, 1.23, 10.06; official form) |
Restatement consolidates prior amendments and may add approved new ones; minimum $200 plus $100 per article amended; no ordinary statewide publication step; a name approval may be withdrawn after a timely protest (§§ 4.01(e), 10.07-.08; official forms) |
Ordinary private Chapter 156D corporation only; H.3323 remains pending and would revise consent notice, voting language, name, correction, and appraisal provisions; professional, benefit, regulated, public, tax, foreign, and disputed changes require separate review |
| Michigan verified 2026-08-15 | Michigan Business Corporation Act, 1972 PA 284; amend the public articles of incorporation by filing a certificate of amendment with the LARA Corporations, Securities & Commercial Licensing Bureau. This page covers an ordinary domestic profit corporation, not nonprofit, professional-service, foreign, merger, conversion, benefit-corporation, validation, or disputed-action routes (MCL 450.1101, 450.1131, 450.1631; Form 515) |
An amendment may contain anything that could lawfully appear in original articles when made, including name, purpose, duration, shares, class/series rights, preemptive rights, and governance terms. A general legal-name change is an amendment; only specified designator substitutions and geographic-attribution edits are board-only. The new name needs a permitted designator, lawful-purpose wording, and record distinguishability; compliance creates no substantive name-use right (MCL 450.1211-.1212, 450.1601-.1602, 450.1611(2)(e)) |
Before the first board meeting, incorporators may amend; Form 515 and § 450.1631 require unanimous incorporator consent and majority-incorporator signatures. Separately, the board may amend before the corporation issues shares or accepts any written subscription for shares (MCL 450.1611(1), 450.1631(1)-(2); Form 515) |
For a non-exempt post-share amendment, the board proposes it and may condition shareholder submission. The amendment statute imposes no recommendation recital; a contract may require submission even after the board no longer recommends or recommends against it. Before effectiveness, abandonment is available only under provisions in the shareholder resolution; if already filed, a $10 certificate of abandonment is due within 10 days and before the proposed effective date (MCL 450.1529, 450.1611(3), 450.1651, 450.2060(1)(m)) |
Meeting notice goes to each voting shareholder 10-60 days before the meeting and sets out the amendment or a summary. The amendment threshold is a majority of all outstanding shares entitled to vote, overriding the ordinary votes-cast rule; each separately voting class/series also needs a majority of its outstanding shares. Minimum-vote written consent exists only if the articles authorize it, must satisfy the 60-day delivery rule, and triggers prompt nonconsenter notice; unanimous written consent is always available. Default meeting quorum is a majority of entitled votes (MCL 450.1404, 450.1407, 450.1415, 450.1441-.1442, 450.1611(4)-(5)) |
A class votes separately, whether or not the articles otherwise give it a vote, when the amendment changes its authorized share count or adversely affects powers, preferences, or special rights; only the adversely affected series vote when the whole class is not affected. Each group needs a majority of its outstanding shares. Dissent/payment rights attach to a material alteration or abolition of a preferential right or a material redemption/sinking-fund change, plus any right created by the articles, bylaws, or board resolution, subject to the national-exchange and other § 450.1762 limits (MCL 450.1611(5), 450.1615, 450.1621, 450.1762) |
Board-only amendments include legacy-duration extension, deletion of initial directors, deletion of superseded initial agent/office data, a one-class whole-share split, specified designator/geographic name edits, and other express statutory routes. Current resident-agent or registered-office changes use a separate § 450.1242 statement. Correction reaches an inaccurate original record, defective/erroneous execution, or defective electronic transmission and relates back except against an adversely affected person who relied. Bylaws use § 450.1231 (MCL 450.1133, 450.1231, 450.1242, 450.1611(2)) |
Form 515 states the present name, Bureau ID, entire amended article or separately identified amended section, adoption date, and one applicable approval block. An authorized officer or agent signs after board/shareholder action; a majority of incorporators sign the pre-first-board route. Submit one original online, by mail, or in person. Base fee is $10; an authorized-share increase adds the § 450.2062 tier. Effectiveness is endorsement or a stated later time no more than 90 days after delivery; seal, secretary attestation, acknowledgment, and proof are optional (MCL 450.1131-.1132, 450.1631, 450.2060, 450.2062; Form 515) |
Restated articles may merely integrate or also amend. The board may approve a clean restatement or one containing only pre-share/board-only amendments; other new amendments retain shareholder approval. Restated articles state current/former names, original filing date, approval route, and no material discrepancy where applicable, and supersede prior articles when effective. Base fee is $10. The complete Act and Form 515 impose no statewide amendment/name-change publication, proof, or separate name-follow-up filing (MCL 450.1641-.1643, 450.2060(1)(l)) |
Professional-service and nonprofit corporations use separate statutory/form boundaries; benefit-corporation legislation remains pending. National-exchange status can remove statutory dissent rights unless governing records restore them. Securities, tax, licensing, lender/investor, contract, title, foreign-registration, fiduciary, fraud, control, and defective-action questions are outside the ordinary filing answer (MCL 450.1211, 450.1762; Form 515; SB 789) |
| Minnesota verified 2026-08-15 | Minnesota Business Corporation Act, ch. 302A; an ordinary domestic business corporation files articles of amendment with the Secretary of State (§§ 302A.131-.153) |
May include/modify a required or permitted article or omit a nonrequired one; a new name needs a statutory corporate designator and may need conflict consent; a name-only amendment may be board-approved without shareholders (§§ 302A.115, .131, .135(7)) |
Before shares issue, incorporators or the board may amend; the board also may change/cancel class-or-series terms while no shares of that class or series are outstanding (§ 302A.133) |
A majority of directors present or holders of at least 3% of entitled voting power may propose for the next timely noticed meeting; no recommendation requirement or general abandonment power appears (§§ 302A.135(2), 302A.439) |
Give entitled holders the substance of the amendment generally 10-60 days before the meeting; default quorum is a majority; approval is the greater of a majority of voting power present or a majority of the minimum quorum; unanimous consent or charter-authorized threshold consent is available, with five-day notice (§§ 302A.435, .437, .441, .443) |
Listed affected classes/series vote separately even if otherwise nonvoting; materially adverse listed amendments and a fractional-share repurchase amendment can trigger dissenters' rights, generally subject to a listed-share exception (§§ 302A.137, .471) |
Board-only routes include name-only amendments, mere restatements, certain share actions, and unissued class/series terms; agent/office changes use a separate form, correction is limited to inaccurate/erroneous/defective filings, and bylaws use separate authority (§§ 5.16, 5.36, 302A.123, .133, .135(5)-(7), .181, .402) |
State current name, amendment, approval compliance, and share-change mechanics; current form adds file number and complete replacement text; authorized person/agent signs with perjury certification; $35 mail or $55 online/in person; effective on filing or within 30 days (§§ 302A.139, .151, .153; SOS form/fees) |
A mere restatement may be board-approved; an amending restatement follows amendment approval and supersedes prior articles/amendments; same amendment fee; no statewide publication step appears; former-name suits continue (§§ 302A.131, .135(2),(5), .139, .141) |
Ordinary private Chapter 302A corporation only; closely held, public, investment, public-benefit, professional, regulated, securities, tax, foreign-registration, lender, investor, and disputed-authority matters can alter or exceed this route (§§ 302A.135(4),(6), 302A.471; ch. 304A) |
| Mississippi verified 2026-08-15 | Mississippi Business Corporation Act, Miss. Code tit. 79, ch. 4; an ordinary domestic for-profit corporation files articles of amendment with the Secretary of State (§§ 79-4-10.01 to -10.06) |
Add/change a currently required or permitted articles provision or delete a nonrequired one; a general replacement name must satisfy designator and distinguishability rules, while board-only authority covers only a similar designator substitution or geographical attribution (§§ 79-4-10.01, -10.05; 79-4-4.01) |
Before any shares issue, the board—or incorporators if there is no board—may amend; ordinary board quorum/vote or unanimous board written consent applies, and incorporator action without a meeting requires every incorporator's signed consent (§ 79-4-10.02; § 79-4-2.05; §§ 79-4-8.21 and 79-4-8.24) |
After shares issue, the board adopts, submits, and recommends unless conflict/special circumstances and their basis are transmitted; submission may be conditioned. No ordinary postapproval abandonment rule appears; an already filed delayed-effective document may be withdrawn before effectiveness (§§ 79-4-10.03, -1.23) |
Every shareholder gets meeting notice with the amendment; current general notice is 10-60 days and includes remote-access method when applicable. Default is majority-entitled quorum and votes cast by each group; written consent is unanimous unless the articles authorize the meeting-minimum route, with 60-day collection and 10-day after-notice to nonvoters/nonconsenters (§ 79-4-10.03; §§ 79-4-7.04, 79-4-7.05, 79-4-7.25, and 79-4-7.26) |
Listed adverse class changes trigger separate class/series voting even for otherwise nonvoting shares; similarly affected groups vote together unless the articles or board require separate treatment. Appraisal is limited to a repurchased fractional-share amendment or an opt-in under articles, bylaws, or board resolution (§§ 79-4-10.04 and 79-4-13.02) |
Board-only amendments cover limited duration, initial directors, registered-agent filing information, qualifying one-class share changes, narrow name edits, acquired-share cleanup, and preissue class/series terms. Agent change uses a separate statement; correction only fixes inaccuracy, defective execution, or defective transmission; bylaws use their separate amendment route (§§ 79-4-10.05 and 79-4-10.20; § 79-4-1.24; § 79-35-8) |
State current name, amendment text, implementation terms for affected shares, adoption date, and the applicable approval recital; chair, president, other officer, or court fiduciary signs with name/capacity, without required seal, attestation, acknowledgment, or verification. Online filing; $50; filing-time effectiveness or a delay of no more than 90 days (§§ 79-4-1.20, -1.22 to -1.24, -10.06; SOS) |
Board may consolidate amendments by restatement; new amendments use ordinary approvals; filed restatement states name, full text, consolidation certificate, and new-amendment recitals, superseding prior articles. Statutory fee is $50. No statewide publication or second name-change filing appears; former-name proceedings continue (§§ 79-4-10.07, -10.09; 79-4-1.22) |
The ordinary answer excludes nonprofit, professional, benefit, foreign, insolvent, and regulated corporations; § 79-4-10.04 also has a public-utility preferred-stock exception. Appraisal, securities, tax, fiduciary, investor/lender, licensing, foreign-registration, and disputed-authority consequences require separate review |
| Missouri verified 2026-08-15 | Missouri General and Business Corporation Law; an ordinary domestic Chapter 351 corporation delivers a certificate of amendment to the Secretary of State (§§ 351.085-.105) |
May add/change a currently required or permitted article or delete a nonrequired one; a new name needs a listed designator, no false government implication, and record distinguishability (§§ 351.085, 351.110) |
Before the corporation receives any payment for shares, the board may amend and a majority of the directors execute the certificate (§§ 351.090.1, 351.095.1) |
After payment for shares, the board may adopt and submit a resolution or directly submit an amendment without adopting it; the amendment sections state no recommendation or post-approval abandonment rule (§ 351.090.2) |
Give entitled record holders the amendment or summary 10-70 days before the meeting; quorum is at least a majority; approval generally needs a majority of all outstanding entitled shares; written consent must be unanimous (§§ 351.090, 351.230, 351.265, 351.270, 351.273) |
Materially affected classes or series vote separately even if otherwise nonvoting, generally by majority of each class's outstanding shares plus the total entitled shares; amendment appraisal under §§ 351.870-.930 is a statutory-close-corporation rule (§§ 351.090, 351.093, 351.870, 351.875) |
No general post-payment board-only amendment list; agent/office changes use a separate statement or registration report, correction fixes an incorrect statement or defective execution, and bylaws use separate authority (§§ 351.049, 351.120, 351.290, 351.375) |
State current/original name, adoption date, amendment, voting facts, capital-change mechanics, and any delayed date; officer signs post-share filing; current fee $25 ($20 plus expiring $5 surcharge); effective on filing and certificate issuance or up to 90 days later; acknowledgment is optional (§§ 351.046, 351.095, 351.105, 351.127, 351.658) |
No-change restatement may be board- or shareholder-approved; an amending restatement keeps the amendment vote; current fee $25; no statewide publication step appears; former-name suits continue (§§ 351.105-.107, 351.127, 351.658) |
Ordinary private Chapter 351 corporation only; regulated businesses remain subject to their own statutes, statutory-close amendments can trigger dissent, and specified public/control-share or small-holder cumulative-voting amendments use special thresholds (§§ 351.090.6-.7, 351.386, 351.870-.875) |
| Montana verified 2026-08-15 | Montana Business Corporation Act, MCA tit. 35, ch. 14; an ordinary domestic corporation electronically delivers articles of amendment to the secretary of state (§§ 35-14-120, -1001, -1006) |
May add/change a currently required or permitted article provision or delete a nonrequired one. A new name needs an approved designator and must be distinguishable from protected names unless a statutory consent/undertaking, judgment, permission, merger, reorganization, or asset-acquisition route applies (§§ 35-14-401, -1001) |
Before shares issue, the board—or incorporators if there is no board—may amend. Default board action is majority present at a majority quorum; incorporator written action requires every incorporator (§§ 35-14-205, -824, -1002) |
After issuance, board adopts and submits; it recommends unless conflict, special circumstances, or § 35-14-826 applies and must explain the basis for no recommendation. Board may condition approval or effectiveness; § 35-14-826 permits agreed submission after recommendation is withdrawn (§§ 35-14-826, -1003) |
Every shareholder gets the amendment with 10–60 days' meeting notice. Default approval is a majority of all entitled votes per group; articles or board condition may lower it no further than majority votes cast at a majority quorum. Written consent defaults unanimous, but articles may permit the meeting-equivalent minimum; required post-action notices are due within 10 days (§§ 35-14-704 to -705, -725, -1003) |
Affected classes and series vote separately even if otherwise nonvoting; similarly affected groups may vote together. A shareholder newly subjected to interest-holder liability generally must separately consent. Appraisal covers fractional-share amendments and other amendments only when the articles, bylaws, or board resolution provide it (§§ 35-14-1003 to -1004, -1302) |
Board-only post-share changes are limited to listed duration, initial-data, share, designator/geographical-name, acquired-share, class-deletion, and share-term amendments. Agent change, correction, and bylaw amendment use separate routes (§§ 35-7-108; 35-14-124, -1005, -1020) |
File the corporation name, amendment text, implementation terms when needed, adoption date, and approval statement. Board chair, president, another officer, qualifying incorporator, or court fiduciary signs; seal, attestation, acknowledgment, and verification are optional. Electronic filing; fee $15; effective on filing or stated time/date, with delay capped at 90 days (§§ 35-14-120, -123, -1006; SOS fee schedule) |
Board may consolidate existing amendments without shareholders; new amendments in a restatement follow ordinary approval, and filed restated articles supersede earlier articles. Fee $15. The amendment part and SOS filing guidance state no ordinary statewide publication/proof step; a name change does not affect an existing proceeding (§§ 35-14-1007, -1009) |
Ordinary private Chapter 14 corporation only. Court-ordered federal reorganization has a separate route; benefit, nonprofit, professional, public, regulated, foreign, securities, tax, transaction, fiduciary, and disputed-authority issues are outside this general procedure (§ 35-14-1008) |
| Nebraska verified 2026-08-15 | Nebraska Model Business Corporation Act; ordinary domestic corporation files articles of amendment with Secretary of State (§§ 21-201, 21-2,150 to -158). Regulated and professional corporations have separate limits (§ 21-226) |
May add/change a currently lawful article provision or delete a nonrequired one. General name change uses ordinary approval; board alone may swap an approved designator or add/delete/change a geographic attribution (§§ 21-2,150, 21-2,154(5), 21-230) |
Before any shares issue: board, or incorporators if no board. Default board act is majority present at a majority quorum; written board consent is unanimous (§§ 21-2,151, 21-296, 21-299) |
After issuance, board adopts and submits; recommendation required unless conflict/special circumstances or § 21-2,101 applies, with basis disclosed. Submission may be conditioned; amendment chapter states no express postapproval abandonment route (§ 21-2,152) |
Meeting notice to every shareholder, with amendment, 10–60 days before meeting. Default quorum is majority of votes entitled; votes for must exceed votes against. Written consent is unanimous unless articles authorize meeting-minimum consent; 60-day collection and 10-day postaction notices apply (§§ 21-256 to -257, 21-267) |
Affected class/series votes separately even if otherwise nonvoting; similarly affected groups may vote together. Appraisal covers a fractional-share repurchase amendment or another amendment if articles, bylaws, or board resolution grants it, subject to statutory limits (§§ 21-2,153, 21-2,172) |
Board-only amendments are limited to listed cleanups, one-class share changes, designator/geographic name edits, and authorized class/series actions. Agent/office uses separate statement; correction fixes inaccuracies/signing/transmission defects; bylaws use their own route (§§ 21-2,154, 21-234, 21-207, 21-2,159) |
State corporation name, amendment text, implementation terms if needed, adoption date, and approval recital. Board chair, president, other officer, or qualifying incorporator signs; no seal/notary required. $25 online/$30 written; filing or stated time/date within 90 days (§§ 21-2,155, 21-203, 21-205 to -206; SOS) |
Board may consolidate into restated articles; new amendments follow normal approval and duly filed restatement supersedes prior articles. Amendment scheme imposes no ordinary statewide publication/proof filing; former-name proceedings continue (§§ 21-2,156, 21-2,158) |
Ordinary private business corporation only. Professional corporations generally use separate law, and regulated businesses remain subject to their other statute; bank, benefit, nonprofit, public, foreign, securities, tax, transaction, fiduciary, and disputed-right consequences are separate (§ 21-226) |
| Nevada verified 2026-08-15 | NRS ch. 78; certificate of amendment to articles; Nevada Secretary of State |
Powers, purposes, stock, name, or any lawful articles term; name-only change is board-only unless articles opt out (NRS 78.385, .390(8)) |
Before any voting stock issues: at least two-thirds of incorporators or board; certificate must say so (NRS 78.380) |
Board resolution and submission required after stock issues; no separate recommendation rule; abandonment only if shareholder resolution authorizes, except name-only amendment (NRS 78.390(1), (5), (8)) |
Meeting notice 10-60 days and states purpose; majority voting-power quorum; amendment needs at least majority of total voting power; written consent uses same default and needs no meeting notice (NRS 78.320, .370, .390) |
Adversely affected class or series: majority of its voting power despite voting limits, unless articles specifically deny the vote; ordinary amendment has no automatic appraisal right (NRS 78.390(2), (4); 92A.380) |
Name-only amendment; board-set designation routes; agent statement takes effect on filing; $175 correction only for inaccurate or defective filing; bylaws remain separate (NRS 78.0295, .120, .1955; 77.340) |
Certificate states amendment or amended articles and adoption vote; officer signs and files; $175 base/minimum fee; filing or stated time within 90 days (NRS 78.390(1), (6), 78.765) |
Restatement-only uses board-authorized officer; amended restatement follows amendment approvals; $175 minimum; no statewide publication or separate name-follow-up filing in current Chapter 78/SOS packet (NRS 78.403, .767) |
Public-company authorized-share amendments, regulated names/businesses, professional and other special entities, and disputed authority require separate review (NRS 78.015, .045, .390(1)(a)(1)) |
| New Hampshire verified 2026-08-15 | New Hampshire Business Corporation Act, RSA ch. 293-A; an ordinary domestic corporation delivers articles of amendment to the secretary of state (§§ 293-A:10.01, 10.06) |
May add/change a currently required or permitted article provision or delete a nonrequired one. A new name needs an approved designator and must be distinguishable from protected names unless a statutory consent, undertaking, judgment, merger, reorganization, or asset-acquisition route applies (§§ 293-A:4.01, 10.01) |
Before any shares issue, the board—or incorporators if there is no board—may amend. Default board action is majority present at a majority quorum; incorporator written action requires every incorporator (§§ 293-A:2.05, 8.24, 10.02) |
After issuance, board adopts and submits; it recommends unless conflict, special circumstances, or § 293-A:8.26 applies, and explains the basis for no recommendation. Board may condition its recommendation; § 293-A:10.03 states no express postapproval abandonment route |
Every shareholder gets the proposed amendment with 10–60 days' meeting notice. Majority quorum; ordinary approval is more votes for than against. Written consent defaults to unanimity, but the articles may permit the all-shares-present meeting minimum; sufficient consents must arrive within 60 days, followed by required notices (§§ 293-A:7.04 to 7.05, 7.25, 10.03) |
Affected classes and series vote separately even if otherwise nonvoting; similarly affected groups may vote together. Appraisal covers a fractional-share amendment and any other amendment covered by the articles, bylaws, or a board resolution, subject to statutory limits (§§ 293-A:10.04, 13.02) |
Board-only post-share changes are limited to listed duration, initial-data, share, designator/geographical-name, acquired-share, class-deletion, and share-term amendments. Agent change, one-year correction, and bylaw amendment use separate routes (§§ 293-A:1.24, 5.02, 10.05, 10.20) |
File the corporation name, amendment text, implementation terms when needed, adoption date, and approval statement. Board chair, president, another officer, qualifying incorporator, or court fiduciary signs; seal, attestation, acknowledgment, verification, and proof are optional. Fee $35; effective on filing/acceptance or a stated time, with delay capped at 90 days (§§ 293-A:1.20, 1.22 to 1.23, 10.06) |
Board may consolidate existing amendments without shareholders; new amendments in a restatement follow ordinary approval, and filed restated articles supersede earlier articles. The amendment subchapter and current forms page state no ordinary statewide publication/proof step; a name change does not abate an existing proceeding (§§ 293-A:10.07, 10.09) |
Ordinary Chapter 293-A corporation only. Court-ordered federal reorganization has a separate amendment route; entity-specific, regulated, securities, tax, transaction, fiduciary, and disputed-authority issues are outside this general procedure (§ 293-A:10.08) |
| New Jersey verified 2026-08-15 | New Jersey Business Corporation Act; amend the public certificate of incorporation by filing a certificate of amendment with the Department of the Treasury, Division of Revenue and Enterprise Services. This page covers an ordinary domestic for-profit corporation, not a nonprofit, professional, foreign, merger, insolvency, validation, or disputed-control route (N.J.S.A. 14A:9-1 to -6; Treasury filing service) |
An amendment may contain anything lawful in an original certificate when filed, including name, purpose, duration, shares, class/series rights, preemptive rights, and governance terms. A general legal-name change is an amendment. The new name must use a permitted corporate designator, be distinguishable on the State's records, avoid restricted wording, and not imply an unauthorized purpose (N.J.S.A. 14A:2-2, 14A:9-1) |
New Jersey's special early route turns on timing, not share issuance: before the board's organization meeting, all incorporators may unanimously adopt and sign a certificate of amendment. After that meeting, use the applicable board-only or ordinary board/shareholder route (N.J.S.A. 14A:9-2(1), 14A:9-4(1)) |
For an ordinary amendment, the board approves the proposal and directs submission to shareholders; the statute does not add a separate recommendation requirement. Before effectiveness, a shareholder-approved amendment or substantive restatement may be abandoned only under authority in the approving or a later shareholder resolution; if already filed, file a certificate of abandonment (N.J.S.A. 14A:9-2(4), 14A:9-6) |
Meeting notice is due 10-60 days beforehand and must include the amendment or a summary. Default quorum is a majority of entitled votes; adoption is a majority of votes cast, with two-thirds of votes cast for corporations organized before January 1, 1969 unless validly changed, and the certificate may require more. Unanimous written consent is always available; unless the certificate opts out, minimum-vote consent is also available within the 60-day window with prompt notice to nonconsenters (N.J.S.A. 14A:5-4, -6, -9, -11 to -12; 14A:9-2(4)) |
Affected class or series holders vote separately, notwithstanding contrary certificate terms, for listed voting, preemptive, accrued-dividend, senior-security, par-value, reclassification, designation, rights, and series changes; only the affected series votes when the whole class is not affected. Each class vote uses a majority of votes cast unless a greater rule applies. Ordinary amendments create no statutory dissent right; the certificate may add one (N.J.S.A. 14A:9-2(4), 14A:9-3, 14A:11-1) |
Board-only amendments are confined to express routes: delete an invalid management-transfer provision; implement authorized class/series terms; make a previously shareholder-authorized convertible-share increase; make a qualifying nonadverse share division or combination; and reduce authorized shares after specified cancellations. Agent/office changes use a separate $25 filing. Correction reaches an inaccurate corporate-action record or defective/erroneous execution and generally relates back, subject to reliance protection. Bylaws use N.J.S.A. 14A:2-9 (N.J.S.A. 14A:1-6(5), 14A:4-3, 14A:5-21(4), 14A:7-2(4), 14A:7-9(4), 14A:7-15.1, 14A:7-18) |
The ordinary certificate states the present name, amendment, adoption date, entitled-share and class/series counts, votes for and against, any exchange/reclassification method, and delayed date. The chair, president, or a vice-president signs with name and capacity; seal, secretary attestation, acknowledgment, and proof are optional. File online or use Treasury's self-prepared upload route. Base fee is $75. Effectiveness is filing or a stated later time no more than 90 days afterward (N.J.S.A. 14A:1-6, 14A:9-4; Treasury fee and filing pages) |
A clean restatement may be board-approved; a substantive restatement follows the amendment vote. It identifies the current agent, office, and board, omits original incorporator/first-board data, and supersedes the prior certificate and amendments when effective. The amendment chapter and current Treasury filing pages impose no statewide publication, proof, or separate corporate-name follow-up filing; operational records remain separate (N.J.S.A. 14A:9-5; Treasury filing pages) |
The ordinary answer does not cover nonprofit, professional, foreign, regulated, insolvent, merger, securities, tax, lender/investor, licensing, fiduciary, fraud, defective-action, or disputed-control issues. A pre-1969 corporation retains the two-thirds votes-cast amendment threshold unless it validly adopted the majority rule; any certificate-created appraisal right also needs separate review (N.J.S.A. 14A:9-2(4), 14A:11-1(4)) |
| New Mexico verified 2026-08-15 | New Mexico Business Corporation Act, NMSA 1978 ch. 53 arts. 11-18; ordinary domestic corporation files articles of amendment with Secretary of State (§§ 53-13-1 to -7) |
Any provision lawful in original articles; expressly includes legal name, different New Mexico transaction name, duration, purposes, shares, class/series rights, dividends, and preemptive rights (§ 53-13-1). Legal name must satisfy § 53-11-7 |
Before any shares issue, board resolution without shareholders; default board quorum is majority of fixed directors and act is majority present, or unanimous written consent (§§ 53-13-2(A), 53-11-40, 53-11-43) |
After issuance, board resolution states proposal and directs annual or special-meeting vote. Article 13 states no separate recommendation or express postapproval abandonment route (§ 53-13-2(A)) |
Written amendment/full-summary notice 10–50 days before meeting; default quorum majority entitled, not below one-third; approval majority of all entitled shares, but covered pre-1983 corporations may retain two-thirds. Written consent must be unanimous (§§ 53-11-29, 53-11-32, 53-13-2, 53-18-6.1, 53-18-8) |
Affected class votes even if otherwise nonvoting; majority of each class and total entitled shares. Appraisal applies to listed materially adverse preference, redemption, preemptive, or voting-right changes and when articles, bylaws, or board resolution grants it (§§ 53-13-2 to -3, 53-15-3) |
Board-only before shares and for narrow one-class split/dividend share-count amendment; agent/office change uses separate $25 statement; bylaws are board-controlled unless articles reserve them. Fee law lists a $25 corrected document, but the ordinary corporation chapter states no general correction mechanics (§§ 53-13-2, 53-11-13, 53-11-27, 53-2-1) |
Name, amendment, adoption date, voting capital and results, and implementation terms; authorized officer signs. Online-only; $100 without share increase, otherwise statutory $1-per-1,000-share difference with $100/$1,000 limits. Delivery or stated date within 30 days (§§ 53-13-4 to -6, 53-2-1, 53-2-11; SOS) |
Board may restate existing operative text; an amending restatement follows amendment approval. $100 unless increasing authorized shares; no ordinary statewide publication/proof filing. Former-name suits do not abate (§§ 53-13-2(A), 53-13-6 to -7, 53-2-1) |
Ordinary private stock corporation only. Benefit-designation or termination amendments require two-thirds; professional, nonprofit, public, regulated, foreign, tax, securities, transaction, and disputed-right consequences are separate (§ 53-12-7(H)-(I)) |
| New York verified 2026-08-15 | New York Business Corporation Law; file a certificate of amendment or an amending restated certificate with the Department of State (BCL §§ 801, 805, 807) |
May add/change any provision lawful in an original certificate, including name, purpose, office, agent, shares, rights, and governance; new name needs designator, distinguishability, and any restricted-word approval (BCL §§ 801, 301) |
If there are no record shareholders, accepted subscribers, or directors, sole incorporator or incorporator majority may authorize; no-shareholder written action follows subscriber/incorporator rules (BCL §§ 803(d), 615(e)) |
Ordinary route is board vote followed by holder vote; Article 8 states no separate recommendation or abandonment requirement, and the amendment becomes effective on filing (BCL §§ 803(a), 104(f)) |
10-60 days' notice; default quorum is majority, reducible to at least one-third; approval is majority of all outstanding entitled shares; unanimous consent or charter-authorized threshold consent with prompt nonsigner notice (BCL §§ 605, 608, 615-.616, 803(a)) |
Majority of all outstanding affected class/series shares for listed voting, adverse share, conversion, or subordination changes; nonconsenting holders get dissent rights for listed preference, redemption, preemptive, or voting harms (BCL §§ 804, 806(b)(6)) |
Board-authorized office, process-address, registered-agent, and process-email changes use certificate of change; correction fixes errors but cannot change name; bylaws use separate authority (BCL §§ 803(b), 805-A, 105, 601) |
State current/original name, original filing date, each subject and full replacement text, share/capital details, and authorization; officer/director/attorney-in-fact/authorized person signs; $60; effective on filing (BCL §§ 805, 104, 104-A) |
Board may restate without substantive change; amendments inside need their normal approval; $60; no ordinary publication step appears; former-name suits continue (BCL §§ 807, 806(b)(5), 104-A) |
Restricted words can require agency approval; professional, nonprofit, regulated, securities, tax, foreign, insolvency, and disputed-control matters are outside the ordinary route (BCL §§ 301, 104(e)) |
| North Carolina verified 2026-08-15 | Chapter 55 is the North Carolina Business Corporation Act for a domestic for-profit corporation; Article 10 governs articles of incorporation and articles of amendment, filed with the Secretary of State under Chapter 55D. Nonprofit, professional, foreign, conversion, merger, validation, and disputed-action routes remain separate (§§ 55-1-01, 55-1-20, 55-1-40; B-02) |
Add or change a currently required or permitted articles provision, or delete one no longer required. A legal-name change is expressly board-only unless the articles say otherwise, but the new name still needs an approved corporate designator, lawful-purpose wording, and record distinguishability; assumed names and third-party trademark rights remain separate (§§ 55-10-01, 55-10-02(5), 55D-20, 55D-21) |
Before any shares issue, the board may adopt one or more amendments; if there are no directors, a majority of incorporators may do so. The route ends once shares have issued (§ 55-10-05) |
After shares issue, the board normally adopts the proposal, submits it, and transmits an approval recommendation or explains a conflict/special-circumstance basis for no recommendation; it may condition submission. Article 10 states no general post-approval abandonment procedure for an ordinary amendment (§ 55-10-03) |
Meeting notice goes to every shareholder 10-60 days before the meeting and includes the amendment or summary. Default voting-group quorum is a majority of entitled votes; ordinary groups approve when votes for exceed votes against, but an appraisal-rights group needs a majority of all votes entitled. Nonpublic corporations may use less-than-unanimous written consent under the pre-/post-October 1, 2023 articles rules, with 10-day pre-action and post-action notices; public corporations default to unanimous consent (§§ 55-7-04, 55-7-05, 55-7-25, 55-7-26, 55-10-03) |
An affected class or series votes separately on the listed share-number, exchange, reclassification, rights, senior-security, preemptive-right, accumulated-distribution, or nonprofit/cooperative changes even if otherwise nonvoting, subject to the narrow original/pre-issuance restriction route. Amendment appraisal applies to specified fractional-share repurchases, nonprofit/cooperative changes, or rights granted by the articles, bylaws, or board resolution, subject to market and preferred-share limitations (§§ 55-10-04, 55-13-02) |
Board-only routes also include deleting initial directors or superseded initial agent/office data, specified one-class share changes, specified acquired-share reductions or class deletions, and deleting an expired shareholder agreement. Agent/office changes use a § 55D-31 statement or annual report; correction is only for an originally incorrect statement or execution defect; bylaws use § 55-10-20 (§§ 55-7-31(f), 55-10-02, 55-10-20, 55D-14, 55D-31) |
B-02 states the current name, complete amendment text, implementation terms for an exchange/reclassification/cancellation, adoption date, and the applicable no-shareholder or shareholder-approval statement. Board chair, president, or another officer signs with name and capacity; no seal, attestation, acknowledgment, verification, or proof is required. File online or on paper with the Secretary of State; base fee $50. Effectiveness is the endorsed filing time, a same-day stated time, or a delayed date/time no later than day 90 (§§ 55-1-20, 55-1-22, 55-10-06, 55D-10, 55D-13; B-02) |
The board may restate only to consolidate, while a new amendment in the restatement keeps its ordinary approval requirement; filed restated articles supersede the old articles and amendments. Fee is $10 without a new amendment or $50 with one. Article 10 and B-02 impose no statewide publication/proof step. If the renamed corporation holds North Carolina real property, record the Secretary's uniform name-change certificate in every county where property lies (§§ 55-1-22, 55-10-07, 55D-26) |
Do not apply this ordinary Chapter 55 route to nonprofit or professional forms, a merger/conversion, public-company or securities overlay, tax/licensing/lender consequences, or defective/disputed action. Appraisal market exceptions and charter-created rights require separate review; authorization, fraud, material omission, conflict, and defective less-than-unanimous-consent notice can preserve a challenge (§§ 55-1-40, 55-13-02, 55-13-40; SOS forms) |
| North Dakota verified 2026-08-15 | North Dakota Business Corporation Act, N.D.C.C. ch. 10-19.1; an ordinary domestic corporation files original articles of amendment with the Secretary of State (§§ 10-19.1-17 to -24) |
May add/modify a required or permitted article provision or omit a nonrequired one. A new name needs company/corporation/incorporated/limited or an abbreviation and must be distinguishable, subject to consent, court, and transaction exceptions (§§ 10-19.1-13, -17) |
Before shares issue, incorporators or board may amend through the organizational procedure. Board may also change/cancel class-or-series rights before any shares of that class or series are outstanding (§§ 10-19.1-18, -30) |
After issuance, a majority-present board resolution or proposal by shareholders holding at least 5% voting power sets out the amendment and goes to the next meeting for which timely notice remains possible. No separate board recommendation is required; § 10-19.1-19 states no general abandonment route (§ 10-19.1-19) |
Each voting shareholder gets the amendment's substance with generally 10–50 days' notice, subject to a shorter articles/bylaws period. Default quorum is a majority of voting power. Approval is the greater of majority voting power present or majority of the minimum quorum. Consent defaults unanimous; articles may authorize meeting-equivalent consent, but adding that power after formation requires unanimity (§§ 10-19.1-73 to -76) |
Affected classes/series vote separately even if otherwise nonvoting, using the same § 74 threshold. Unless articles opt out, dissent/payment rights cover listed amendments materially and adversely changing preferences, redemption, preemption, voting, cumulative voting, or the dissent right itself (§§ 10-19.1-20, -74, -87) |
No general post-share board-only name amendment; only no-outstanding-share class/series changes and a narrow open-end investment-company share-count route bypass shareholders. Agent change, statement of correction, and bylaws use separate routes (§§ 10-19.1-18 to -19, -31, -148.2; 10-01.1-08) |
Articles state name, amendment, adoption date, restatement statement if applicable, and chapter-compliance statement. A chapter/articles/bylaws/board/shareholder-authorized person signs; reproduced/e-signatures allowed. File the original with Secretary; fee $20. Effective on acceptance or another stated time within 30 days (§§ 10-19.1-01(58), -21, -23 to -24, -147) |
Board may authorize a consolidation-only restatement; shareholder submission is optional unless new amendments require it. Restated articles supersede earlier articles; fee $30. No general publication step. A name-changing corporation must simultaneously amend each listed state service-mark, trademark, trade-name, fictitious-name, limited-partnership, LLP, or LLLP registration in which it has the specified role (§§ 10-19.1-19, -21 to -23, -147) |
Ordinary private Chapter 10-19.1 corporation only. Open-end investment companies have a narrow share-count exception; court-supervised federal reorganization has a separate route. Farming/ranching, authorized-livestock, professional, public, regulated, foreign, securities, tax, fiduciary, and disputed-authority matters are outside this general procedure (§§ 10-19.1-19(6), -25) |
| Ohio verified 2026-08-15 | Ohio General Corporation Law, R.C. Chapter 1701; file a certificate of amendment or amended articles with the Secretary of State (§§ 1701.69-1701.73) |
May amend any proper article provision, including name, principal-office place, purposes, authorized shares, classes, share terms, or other permitted provisions; name needs designator, distinguishability, and no government implication (§§ 1701.69, 1701.05) |
Before subscriptions: all incorporators sign if initial directors were neither named nor elected; otherwise directors act before subscriptions are received under ordinary board voting (§§ 1701.70(A), 1701.62) |
No general board proposal or recommendation for an ordinary private-corporation amendment; shareholders may adopt at a meeting held for that purpose; amendment is ineffective until filing and no separate ordinary abandonment filing is stated (§§ 1701.71, 1701.73) |
7-60 days' purpose notice; default quorum is shareholders present; two-thirds of voting power, articles-variable but not below majority; without-meeting action requires all entitled shareholders unless prohibited (§§ 1701.41, 1701.51, 1701.54, 1701.71) |
Two-thirds class vote, articles-variable but not below majority, for listed prejudicial/share/purpose changes regardless of voting limits; dissent rights for listed preferred-right, dividend, purpose, and nonprofit changes, subject to exceptions (§§ 1701.71, 1701.74-1701.85) |
Directors have listed share/series, name, principal-office, dividend/split, and housekeeping routes; name route is articles-variable and divisions (B)(6)-(10) have an older-small-corporation limit; agent update and regulations use separate routes; no corporation correction form is listed (§§ 1701.70, 1701.11; SOS) |
Certificate attaches adopting resolution and states manner and incorporator/director basis; all incorporators or authorized officer signs; $50; online or paper; effective on Secretary filing with no delayed-time field (§ 1701.73; Form 540) |
Form 540 accepts amended/restated articles for same $50; amended articles supersede existing articles; no ordinary publication; director-adopted amendments need shareholder notice within 20 days, and certified name/principal-office copies may be county-recorded (§ 1701.73) |
Ordinary private for-profit only; issuing-public amendments, cumulative-vote changes, nonprofit/benefit/professional/close/regulated status, securities, tax, foreign-registration, insolvency, and disputed authority require separate analysis (§§ 1701.69-1701.74) |
| Oklahoma verified 2026-08-15 | Oklahoma General Corporation Act, 18 O.S. §§ 1001-1144; an ordinary domestic stock corporation files a certificate of amendment with the Secretary of State (§§ 1001, 1076-1077) |
May make any lawful original-certificate provision and related stock/right changes. A legal-name change is expressly authorized, must retain an approved corporate word/designator, and must be distinguishable in the Secretary of State's records (§§ 1006(A)(1), 1077(A)) |
Before the corporation receives any payment for stock, a majority of incorporators acts if directors were neither named nor elected; otherwise a majority of directors acts. Filing generally relates back to the original effective date, subject to adversely affected persons (§ 1076) |
After stock payment, the board adopts a resolution stating the amendment, declares it advisable, and calls a special meeting or directs annual-meeting consideration; the resolution may permit board abandonment before filing effectiveness (§ 1077(B)(1), (C)) |
When a vote is required, give voting shareholders 10-60 days' notice and the amendment or a summary. Default quorum is a majority, subject to a one-third floor; approval requires a majority of all outstanding stock entitled to vote. Written/electronic consent uses that minimum vote, a 60-day delivery window, and prompt nonconsenter notice (§§ 1061, 1067, 1073, 1077) |
A class votes separately, including otherwise nonvoting shares, on authorized-share, par-value, or adverse-right changes; an adversely affected series is treated as a class. Default approval is a majority of outstanding class shares. Ordinary amendments have no default appraisal right, but the certificate may grant one (§§ 1077(B)(2), 1091(C)) |
Unless the certificate requires shareholders, the board alone may change the corporate name or delete stale incorporator/director/subscriber and completed stock-change provisions. Agent/office changes use a separate board certificate; correction fixes an inaccurate record or defective execution; bylaws follow § 1013 (§§ 1007(F), 1013, 1023, 1077(B)(1)) |
Certificate states the amendment and certifies due adoption. An authorized officer ordinarily signs; signature alone satisfies acknowledgment. Deliver one signed instrument electronically or by form. Base fee $50, but an authorized-capital increase over $50,000 costs 0.1% of the increase. Effective on filing or up to 90 days later (§§ 1007, 1077, 1142(A)(10); Oklahoma.gov) |
A no-change restatement may be board-only; an amending restatement follows § 1076 or § 1077 and supersedes the prior certificate without changing the original incorporation date. Base fee $50. The amendment/restatement scheme adds no statewide publication or separate name-follow-up filing (§§ 1080, 1142(A)(10)) |
Ordinary stock-corporation answer only. Nonstock corporations have a separate § 1077 route; nonprofit, foreign, regulated, merger/conversion, going-private, defective-act, fiduciary, securities, tax, contract, lender, and disputed-authority questions require separate analysis |
| Oregon verified 2026-08-15 | Oregon Business Corporation Act, ORS ch. 60; an ordinary domestic business corporation files Articles of Amendment with the Secretary of State Corporation Division (ORS 60.431-.457) |
May add, change, or delete any provision permitted when the amendment takes effect. A general legal-name replacement uses the ordinary amendment route and must satisfy Oregon's designator, prohibited-word, English-alphabet, and distinguishability rules; board-only name authority is limited to similar designator substitutions or geographic wording (ORS 60.431, 60.094, 60.434(5)) |
Before any shares issue, incorporators or the board may amend. Changes to duration, purposes, authorized capital, share rights/preferences, or internal affairs require immediate written subscriber notice; each subscriber then has 30 days to rescind in writing (ORS 60.444) |
Board may propose, must adopt a resolution setting out the amendment and directing a shareholder vote, and may condition submission. Oregon states no separate recommendation requirement or postapproval abandonment route in the ordinary amendment sections (ORS 60.437(1)-(3)) |
Notify every shareholder 10-60 days before the meeting and include the amendment or a summary. Consent is unanimous unless the articles authorize the minimum meeting vote; give required advance or prompt follow-up notices. Dissenters-rights groups need a majority of votes entitled; others use majority quorum and votes cast for exceeding against, subject to charter thresholds (ORS 60.211, 60.214, 60.241, 60.247, 60.437) |
Affected classes or series vote separately, including otherwise nonvoting shares; similarly affected groups vote together unless the articles or board require otherwise. Amendment appraisal is limited principally to materially adverse preemptive-right changes, fractional-share cashouts, or rights granted by the charter, bylaws, or board; listed shares are excluded unless the articles restore rights (ORS 60.441, 60.554) |
Board-only routes cover listed stale information, narrow name wording, an open-end investment-company share change, and authorized preissuance class/series terms. Agent/office changes use a separate statement; correction reaches incorrect statements or defective execution, not a new substantive decision; bylaws follow separate board/shareholder authority (ORS 60.134, 60.114, 60.014, 60.434, 60.461) |
State entity name, amendment text, adoption date, implementation provisions, and applicable approval/vote data; the current form also asks for principal place and a direct-knowledge individual. An authorized chair, president, officer, qualifying incorporator/fiduciary, or authorized agent signs with name/capacity and a perjury declaration; no acknowledgment is required. Paper-only; $100; filing or a delayed date/time within 90 days (ORS 60.004, 60.011, 60.447; SOS form/FAQ/fee schedule) |
Board may restate with or without shareholders; new amendments retain ordinary approval, the complete restatement supersedes prior articles, and the filing costs $100. No statewide publication or proof step appears. SOS directs a legal-name change through Articles of Amendment and separately flags tax, employment, licensing, bank, and other operational notifications (ORS 60.451, 60.457; SOS guidance) |
Ordinary private business corporation only. Benefit-company status changes require a separate minimum-status vote; listed-share appraisal limits and the open-end investment-company exception can change the ordinary analysis. Professional, nonprofit, foreign, regulated, securities, tax, lender, investor, foreign-registration, defective-action, fiduciary, fraud, and disputed-control matters remain outside scope (ORS 60.434(6), 60.554(3), 60.754-.756) |
| Pennsylvania verified 2026-08-15 | Pennsylvania Business Corporation Law of 1988; file articles of amendment with the Department of State (§§ 1911-1916) |
May adopt a new name, change duration or purposes, reclassify or affect share rights, restate, or amend in any desired respect if the resulting articles remain authorized; new name must be distinguishable and satisfy restricted-word approvals (§§ 1911, 202) |
If no shares have been issued, the board may adopt the amendment without shareholder approval unless the articles restrict that route (§ 1914(c)(1)) |
Board resolution, a 10%-vote shareholder petition unless articles displace it, or board-directed submission; board must finally approve a submission it did not adopt; termination before effectiveness only if the resolution or petition provides for it (§§ 1912, 1914(a), (d)) |
At least 10 days' meeting notice with amendment or summary; default quorum is a majority of all entitled votes; approval is a majority of votes cast; unanimous consent, or bylaw-authorized minimum-vote consent with prompt nonsigner notice, is available (§§ 1704, 1756-1757, 1766, 1913-1914) |
Separate majority-of-votes-cast class/series vote for listed adverse changes even if otherwise nonvoting; no general appraisal for an ordinary amendment, but special-treatment denial of a statutory class vote can trigger dissent rights and bylaws/board may grant optional rights (§§ 1906, 1914(b), 1571) |
Board-only name, perpetual-duration, listed share, par-value, split, series, and no-change restatement routes; registered-office/provider changes, correction statements, share statements, and bylaws use separate procedures (§§ 108, 138, 1504, 1507, 1522, 1914(c)) |
State current name/registered office, incorporation law/date, adoption manner, full amendment, and any later date/hour; corporation signs; $70; Department filing or later specified date controls; current Department workflow is Business Filing Services (§§ 102, 134-136, 153, 1915-1916) |
Restatement may consolidate alone or include amendments, uses the approval otherwise required, and supersedes prior articles; same $70 amendment filing; no ordinary amendment publication step; former-name actions continue (§§ 1911, 1914(c)(4), 1915(6), 1916) |
Ordinary private for-profit only; regulated-name approvals, special treatment, close/professional/benefit/registered status, securities, tax, foreign-registration, lender, investor, insolvency, and disputed-authority issues require separate analysis (§§ 202(c), 1906) |
| Rhode Island verified 2026-08-15 | Rhode Island Business Corporation Act, R.I. Gen. Laws ch. 7-1.2, pt. 9; an ordinary domestic business corporation files articles of amendment with the Department of State/Secretary of State (§§ 7-1.2-901, -905) |
May amend in any desired respect if the amended articles contain only provisions lawful in original articles at filing; share changes may include implementing terms. A new name needs corporation/company/incorporated/limited or an abbreviation and must be distinguishable, subject to the judgment, revoked-name, and transaction exceptions (§§ 7-1.2-401, -901) |
If no shares have been issued, the board adopts the amendment by resolution and shareholder-adoption provisions do not apply; § 7-1.2-903 does not give incorporators a substitute pre-share route (§ 7-1.2-903(a)(1)) |
After shares issue, the board adopts a resolution setting out the amendment and directs submission at an annual or special meeting; the statute states no separate recommendation requirement. The authorizing resolution may let the board abandon after shareholder approval but before filing (§ 7-1.2-903(a), (c)) |
Meeting notice is due 10–60 days before and must state the amendment or summarize its changes. Approval requires a majority of all shares entitled to vote, notwithstanding the general meeting quorum. Written consent defaults unanimous; articles may authorize meeting-equivalent less-than-unanimous consent followed by prompt notice (§§ 7-1.2-701, -707, -903; R.I. Gen. Laws §§ 7-1.2-705 and 7-1.2-706) |
Each affected class or differently affected series votes separately even if otherwise nonvoting; same-affected classes or series may be grouped, and each required class needs a majority of its shares. Ordinary articles amendments are not among § 7-1.2-1201's dissent/appraisal events, which are limited to specified mergers and substantially-all-assets transactions (§§ 7-1.2-904, -1201) |
Part 9 lists no post-share board-only articles-amendment shortcut; board-only adoption is limited to the no-shares route. Agent/office changes use a separate statement, inaccurate or defective filings use a certificate of correction, and bylaws use the separate shareholder/board route (§§ 7-1.2-105(f), -203, -502, -903) |
Form 101 states entity ID/name, adoption date, full changed name/share/duration/purpose/other terms, tax-and-fee affirmation, and effective choice. An authorized officer signs under perjury acknowledgment; paper or electronic filing is allowed. Fee $50, or $210 for an authorized-share increase; online enhanced fee $2.50. Effective on filing or stated time within 90 days (§§ 7-1.2-105, -905, -1602; Form 101/fee schedule) |
Restated articles may consolidate existing text and may include new amendments adopted under § 7-1.2-903; they state all provisions and supersede the original and earlier amendments. Fee $70. Part 9 and Form 101 impose no ordinary statewide publication/proof step; a name change does not abate a pending suit (§§ 7-1.2-905, -1602; R.I. Gen. Laws § 7-1.2-906) |
Ordinary Chapter 7-1.2 private business corporation only. Banks, specified utilities/franchises, eminent-domain corporations, and professional services are excluded from this chapter; federal reorganization has a court-order route. Nonprofit, benefit, public, regulated, foreign, securities, tax, fiduciary, and disputed-authority issues are outside this general procedure (§§ 7-1.2-301, -907) |
| South Carolina verified 2026-08-15 | South Carolina Business Corporation Act of 1988, Title 33 chs. 1-20; an ordinary domestic for-profit corporation files articles of amendment with the Secretary of State (§§ 33-1-101, 33-1-400, 33-10-106) |
May add/change a required or permitted article or delete a nonrequired one; a new name needs a listed designator and distinguishability, subject to consent/judgment routes; a general name change needs the ordinary amendment route (§§ 33-4-101, 33-10-101 to -103) |
Before shares issue, the board—or incorporators if directors have not been named—may amend only by unanimous vote; a nonassenting subscriber may rescind after a material change (§ 33-10-105) |
Board proposes and recommends unless conflict or special circumstances justify no recommendation and the basis is communicated; may condition submission; 10% holders of any voting class can force submission in a non-public corporation; no general abandonment power appears (§ 33-10-103) |
Notify every shareholder 10-60 days before the meeting with the amendment or a summary; default majority quorum and two-thirds of all entitled votes plus two-thirds of each separate group; written consent must be unanimous, with 10-day advance notice to required nonvoters (§§ 33-7-104, -105, -250 to -270; 33-10-103) |
Affected classes/series vote separately even if otherwise nonvoting; specified materially adverse amendments trigger dissent and fair-value rights; applicable dissent notice accompanies the meeting notice (§§ 33-10-104, 33-13-102, -200) |
Board-only changes are narrow, including initial-director deletion, obsolete agent data after a separate statement, a one-class whole-share split, and designator/geographic name edits; agent changes, corrections, and bylaws use separate routes (§§ 33-1-240, 33-5-102, 33-10-102, -200) |
File current name, amendment text, adoption date, approval route, and required voting figures; chair, president, other officer, or qualifying incorporator signs with name/capacity; two copies; $10 fee + $100 tax; effective on accepted filing or up to 90 days later (§§ 33-1-200, -220, -230; 33-10-106; SOS form F0003) |
Board may restate; an amending restatement follows amendment approval and supersedes prior articles; no general statewide publication step appears, but a renamed corporation owning South Carolina realty must file county record notice; former-name proceedings continue (§§ 33-4-104, 33-10-107, -109) |
Ordinary private domestic for-profit corporation only; the 10% holder-proposal route excludes a public corporation, and nonprofit, benefit, professional, foreign, regulated, securities, tax, lender, investor, and disputed-authority matters can use different rules or require separate analysis (§§ 33-1-400, 33-4-101, 33-10-103) |
| South Dakota verified 2026-08-15 | South Dakota Business Corporation Act, SDCL ch. 47-1A, pt. 10; an ordinary domestic corporation delivers articles of amendment to the Secretary of State (§§ 47-1A-1001, -1006) |
May add/change a currently required or permitted article provision or delete a nonrequired one. A new name needs corporation/incorporated/company/limited or an allowed abbreviation and must be distinguishable unless the statutory consent, judgment, or merger/reorganization routes apply (§§ 47-1A-401 to -401.3, -1001) |
Before shares issue, the board—or incorporators if there is no board—may adopt amendments. General board action is majority present at a majority quorum; incorporator organizational action without meeting is unanimous (§ 47-1A-1002; S.D. Codified Laws §§ 47-1A-205 and -824) |
After issuance, the board adopts and submits; it recommends approval unless conflicts or special circumstances justify no recommendation, in which case it transmits the basis. Board may condition submission. Section 47-1A-1003 states no general post-approval abandonment route (§ 47-1A-1003) |
Every shareholder, voting or not, gets the amendment with generally 10–60 days' meeting notice; a stock-and-indebtedness increase requires 60 days. Each voting group needs at least a majority-of-entitled-votes quorum, then votes cast favoring must exceed opposing unless a greater rule applies. Written consent requires all entitled shareholders (§§ 47-1A-704, -705, -725, -1003) |
Affected classes and series vote separately even if otherwise nonvoting; similarly affected groups may vote together. Appraisal covers a fractional-share amendment and any other amendment only to the extent the articles, bylaws, or board resolution provide it (§§ 47-1A-1004, -1302) |
Board-only post-share amendments are limited to listed duration, initial-director, agent-information, one-class share, designator/geographical-name, acquired-share, class-deletion, and share-term changes. Agent change, correction, and bylaws use separate routes (§§ 47-1A-124 to -124.2, -1005, -1020; 59-11-11) |
File name, amendment text, implementation terms when needed, adoption date, and approval statement. Current form also asks Business ID and uses an authorized-officer signature. Chair, president, another officer, qualifying incorporator, or court fiduciary may sign; no seal, attestation, acknowledgment, or verification required. Fee $60; paper/electronic delivery; effective on filing or stated time through the ninetieth day (§§ 47-1A-120, -122, -123.1, -1006; SOS form) |
Board may consolidate existing amendments with or without shareholders; new amendments requiring shareholder approval follow § 47-1A-1003, and filed restated articles supersede earlier articles. Fee $60. The amendment part and current form impose no ordinary statewide publication/proof step; a name change does not abate an existing proceeding (§§ 47-1A-1007, -1009) |
Ordinary Chapter 47-1A private corporation only. Court-ordered federal reorganization has a separate route; regulated, nonprofit, professional, public, foreign, securities, tax, transaction, fiduciary, and disputed-authority issues are outside this general procedure (§ 47-1A-1008) |
| Tennessee verified 2026-08-16 | Tennessee Business Corporation Act, Title 48, chapters 11-27; the constitutive record is the charter and the filing is articles of amendment with the Secretary of State (§§ 48-20-101, -106) |
May add/change any currently required or permitted charter provision or delete one not required; a full legal-name change follows the ordinary amendment route, while the board-only route covers only designator substitutions or a geographical attribution (§§ 48-20-101 to -102; 48-14-101) |
Before shares issue, the board may amend; if there is no board, the incorporators may amend (§ 48-20-105) |
Board proposes and recommends, unless conflict or special circumstances justify no recommendation and the basis is communicated; board may condition submission; Part 1 states no general post-approval abandonment route (§ 48-20-103; chapter 20, part 1 index) |
Notify every shareholder 10 days to 2 months before the meeting and include amendment copy/summary; appraisal-triggering group needs majority of entitled votes, otherwise majority quorum and votes cast for must exceed votes against; unanimity is the default written-consent route, but the charter may allow meeting-minimum consent (§§ 48-17-104 to -105, -206 to -207; 48-20-103) |
Each adversely affected class/series votes separately, including otherwise nonvoting shares; materially adverse preference, redemption, preemption, voting, or fractional-share changes create appraisal rights, subject to the listed-market exception (§§ 48-20-104; 48-23-102) |
Board-only charter changes are the eight listed narrow categories; agent/office changes use a statement of change, filed-document errors use articles of correction, and bylaws follow their separate board/shareholder route (§§ 48-20-102, -201; 48-15-102; 48-11-305) |
State current name, amendment text, implementation terms for affected shares, adoption date, and approval route; authorized officer signs with name/capacity; Secretary of State e-file, mail, or walk-in; $20 base fee; effective on filing or up to 90 days later (§§ 48-11-301, -303 to -304; 48-20-106; SS-4421 rev. 04/25) |
Board may restate with/without shareholder action, but an included amendment follows its normal approval rule; no statewide publication step; if the principal office is in Tennessee, file a copy of the amendment/restatement with that county's register of deeds ($5 plus 50¢ per page after 5) (§§ 48-20-107; 48-11-303(d)) |
Ordinary private business corporation only; benefit, professional, insurance, banking, trust, securities, tax, foreign-registration, fiduciary, fraud, and disputed-vote issues can add different requirements; an accepted name change does not end proceedings in the former name (§§ 48-20-109; 48-28-102; current SS-4421/SS-4703) |
| Texas verified 2026-08-15 | Texas Business Organizations Code; file a certificate of amendment or an amending restated certificate with the Secretary of State (§§ 3.052-.053) |
May add, alter, or delete a provision allowed in a new certificate or change ownership interests; a new name must remain distinguishable and use a corporate designator (§§ 3.051, 5.053-.054) |
If no shares are issued and outstanding, the board may amend by resolution without shareholders; one or more directors may sign (§§ 21.053(a), 3.054) |
Board resolution states the proposed amendment and may reserve power to abandon it before the filing takes effect (§ 21.052(a), (b-1)) |
Meeting notice 10-60 days before with amendment or summary; default quorum is a majority; default approval is two-thirds; unanimous consent or charter-authorized threshold consent is available (§§ 21.055, 21.353, 21.358, 21.364(b), 6.201-.202) |
Separate two-thirds class/series votes ordinarily apply to listed adverse changes, including otherwise nonvoting shares; amendment appraisal is limited to a public-benefit election or cancellation (§§ 21.364(c)-(g), 21.365, 10.354(a)(1)(G)) |
Narrow board-only designator, stale-information, series, or share-reclassification changes; agent-only changes use a statement, errors use correction, and bylaws use separate authority (§§ 21.053, 5.202, 4.101-.105, 21.057-.058) |
State current name/type, each changed provision and new text, and approval; officer signs, or director before shares; $150; filing or delayed/future-event effect up to 90 days; no notarization (§§ 3.053-.054, 4.051-.056, 4.152; Form 424) |
Restatement may consolidate or amend and costs $300; no ordinary publication step appears; former-name suits continue after a name change (§§ 3.056(c), 3.057-.060, 4.152; Form 424) |
Ordinary private for-profit only; public-benefit amendments can trigger appraisal, while regulated, securities, tax, foreign-registration, lender, investor, and disputed-control issues are outside this survey (§ 10.354(a)(1)(G)) |
| Utah verified 2026-08-15 | Utah Revised Business Corporation Act; file articles of amendment with the Division of Corporations and Commercial Code (§§ 16-10a-1001 to -1006) |
May add/change a required or permitted provision or delete one no longer required; general replacement names use ordinary approval, while limited designator edits are board-only (§§ 16-10a-1001, -1002, -401) |
Before any shares issue, the board—or incorporators if no board exists—may adopt any amendment; ordinary board voting or unanimous written-consent rules apply (§§ 16-10a-1005, -821, -824) |
Board proposes and recommends unless conflicts or special circumstances support no recommendation; submission may be conditioned, but no express board-only postapproval abandonment rule appears (§ 16-10a-1003) |
Meeting notice 10-60 days before with amendment copy/summary; consent may use the meeting minimum; special groups use votes entitled, ordinary groups majority quorum and votes cast (§§ 16-10a-704-.705, -725-.727, -1003) |
Affected classes/series vote separately, including otherwise nonvoting shares, subject to listed restrictions; amendment dissenters' rights arise only if the articles, bylaws, or board resolution provides (§§ 16-10a-1003-.1004, -1302) |
Board-only cleanup, one-class forward split, limited designator, reinstatement-name, and other express changes; agent statement, correction, and bylaw routes remain separate (§§ 16-10a-1002, -124, -1020; § 16-17-206) |
State name, amendment text, adoption date, approval route, and voting details; authorized corporate signer; $17; online route; filing or delay up to 90 days; no notarization (§§ 16-10a-120, -123, -1006) |
Restatement may consolidate or also amend and supersedes prior articles; no ordinary publication step appears; former-name proceedings continue (§§ 16-10a-1007, -1009) |
Ordinary private for-profit only; regulated activities remain subject to their other statutes, and securities, tax, professional, foreign, lender, investor, and disputed-authority issues are outside this survey (§ 16-10a-301(2)) |
| Vermont verified 2026-08-15 | Vermont Business Corporation Act, Title 11A, ch. 10; an ordinary domestic business corporation delivers Articles of Amendment to the Secretary of State (§§ 10.01-.09) |
May add/change a currently required or permitted articles provision or delete one not required. Name needs corporation/incorporated/company/limited or equivalent, must be distinguishable, cannot imply an unauthorized purpose, and has cooperative-word limits (§§ 4.01, 10.01) |
Before shares issue, either the incorporators or board may adopt one or more amendments (§ 10.05) |
After issuance, board proposes, ordinarily recommends, and may condition submission; conflict or special circumstances permit no recommendation if the basis is communicated. Chapter 10 states no general post-approval abandonment route (§ 10.03) |
All shareholders receive amendment meeting notice 10–60 days before with copy/summary. Dissent-rights groups need majority of all entitled votes; other groups need majority quorum and votes cast favoring greater than opposing. Consent defaults unanimous; articles may authorize at least majority-of-all consent with prior and prompt notice, subject to greater applicable votes (§§ 7.04-.05, 7.25-.27, 10.03) |
Affected class/series votes separately even if otherwise nonvoting; similarly affected series vote together. Materially adverse preference, redemption, preemption, voting, or cash-out-fraction amendments create dissent rights; articles, bylaws, or board may grant more (§§ 10.04, 13.02) |
Board-only list covers duration, initial directors, initial agent/office after a filed change, one-class whole-share split, designator substitution/geographic attribution, and other express routes including unissued class/series terms. Agent statement, correction, and bylaws remain separate (§§ 1.24, 5.02, 6.02, 10.02, 10.20) |
Articles state name, amendment, implementation terms, adoption date, approval route, and voting details. Board chair or any officer signs with name/capacity; no seal, attestation, acknowledgment, verification, or proof required. Submit online or request paper form; $50; effective on filing or delayed no later than the 90th day after filing (§§ 1.20, 1.22-.23, 10.06; SOS) |
Board may restate with or without shareholders; new amendments retain ordinary approval, complete restatement supersedes prior articles, and fee is $50. Chapter 10 and SOS materials state no publication/proof step; name change does not abate a former-name proceeding (§§ 10.07, 10.09) |
Ordinary Title 11A private business corporation only. Judicial reorganization can amend without board/shareholder action and limits dissent to the plan. Professional, close, benefit, cooperative, nonprofit, regulated, foreign, securities, tax, fiduciary, and disputed changes need separate analysis (§ 10.08; SOS entity list) |
| Virginia verified 2026-08-15 | Virginia Stock Corporation Act; amend the public articles of incorporation by filing articles of amendment with the State Corporation Commission. This page covers an ordinary domestic stock corporation, not a nonstock, professional, benefit, foreign, merger, conversion, validation, insolvency, or disputed-control route (Va. Code §§ 13.1-705 to -714) |
The articles may add or change a provision required or permitted when the amendment takes effect, or delete a provision no longer required. A corporate name needs a permitted designator, lawful wording, and record distinguishability. Unless the articles provide otherwise, changing the corporate name is expressly board-only (Va. Code §§ 13.1-630, 13.1-705, 13.1-706(B)(5)) |
If no shares are issued and outstanding, the board may amend without shareholders. If the corporation has not issued shares and has no board, a majority of incorporators may amend. These are distinct routes; the incorporator route requires both no shares and no board (Va. Code §§ 13.1-706(A), 13.1-709, 13.1-710(A)(5)) |
For a shareholder-required amendment, the board first adopts it, submits it, recommends approval unless conflicts or special circumstances justify no recommendation, and explains that determination. The board may set approval/effectiveness conditions and may abandon before effectiveness without further shareholder action; file a statement if already filed (Va. Code §§ 13.1-707(A)-(B), 13.1-712) |
Meeting notice goes to every shareholder, voting or not, 25-60 days beforehand, identifies amendment consideration, and includes the amendment. Default voting-group quorum is a majority of entitled votes. Default amendment approval is more than two-thirds of all votes entitled to be cast by each voting group; the articles may set a greater or lesser vote, but not below a majority of votes cast at a meeting with quorum. Unanimous written consent is always available; less-than-unanimous consent requires articles authorization, the statutory safeguards, a 60-day window, and notice within 10 days to nonconsenters/nonvoters (Va. Code §§ 13.1-657, -658, -666, 13.1-707(C)-(D)) |
Affected classes and series vote separately for listed exchanges, reclassifications, rights/preferences, share-number, superior-class, preemptive-right, and accumulated-distribution changes; similarly affected groups may vote together unless the articles or board condition says otherwise. Appraisal applies to an amendment that creates a repurchasable fractional share and to other amendments only when the articles, bylaws, or board resolution provide it, subject to statutory limits (Va. Code §§ 13.1-708, 13.1-730) |
Unless the articles provide otherwise, board-only amendments include deletion of initial directors or superseded agent/office data, specified one-class share splits/dividends, par-value changes, a corporate-name change, certain holding-company/investment-company changes, deletion of an empty class/series, and other express routes. Current agent/office changes use a separate statement. Correction reaches an inaccuracy, authorization/signing defect, or defective transmission, must arrive within 30 days, and relates back subject to reliance protection. Bylaws use § 13.1-714 (Va. Code §§ 13.1-607, -635, -706, -714) |
Articles state the current name, amendment text, implementation terms for an exchange/reclassification/cancellation, adoption date, and the applicable board/incorporator/shareholder approval statement. The chair, vice-chair, president, or another officer may sign with name and capacity; seal, attestation, acknowledgment, and verification are optional. Electronic delivery is permitted. Base fee is $25; an authorized-share increase can add the incremental charter fee. Effectiveness is issuance of the SCC certificate or a stated later time no later than 11:59 p.m. on the 15th day after issuance (Va. Code §§ 13.1-604, -606, -615.1, -616, -710) |
The board may restate with or without shareholder approval, but each new substantive amendment retains its own approval requirement. Articles of restatement state the prior name, complete text, adoption date, amendment status, implementation terms, and approval statement; the effective certificate supersedes earlier articles and amendments. The current Act imposes no statewide publication/proof or separate corporate-name follow-up filing (Va. Code § 13.1-711) |
Nonstock, professional, benefit, public, regulated, foreign, insolvent, merger, securities, tax, lender/investor, licensing, fiduciary, fraud, defective-action, and disputed-control matters remain outside the ordinary answer. New interest-holder liability requires each newly liable shareholder's separate written consent; public corporations face extra limits on less-than-unanimous consent, and appraisal/other-remedy limits require transaction-specific review (Va. Code §§ 13.1-657(B), 13.1-707(E)-(F), 13.1-730, 13.1-741.1) |
| Washington verified 2026-08-15 | Washington Business Corporation Act; amend the public articles of incorporation by filing articles of amendment with the Secretary of State. This page covers an ordinary domestic profit corporation, not a nonprofit, professional-service, social-purpose, public-utility, foreign, merger, conversion, reorganization, validation, insolvency, or disputed-control route (chapter 23B.10 RCW) |
The articles may add or change a provision required or permitted when the amendment takes effect, or delete a provision no longer required. A new name needs a permitted designator, lawful wording, and record distinguishability. Unless the articles provide otherwise, changing the corporate name is expressly board-only (RCW 23B.10.010, 23B.10.020(5), 23.95.305) |
Before any shares issue, the board may amend; incorporators may amend only if initial directors were neither named nor elected. After shares issue, use an express board-only route or the board/shareholder procedure (RCW 23B.10.050) |
For a shareholder-required amendment, the board first approves it, submits it, recommends approval unless conflicts, special circumstances, or RCW 23B.08.245 justify proceeding without a recommendation, and explains that basis. The board may condition approval or effectiveness. Chapter 23B.10 contains no separate ordinary-amendment abandonment certificate procedure (RCW 23B.10.030(1)-(3)) |
Meeting notice goes to every shareholder, voting or not, 20-60 days beforehand, identifies amendment consideration, and includes the amendment. Default voting-group quorum is a majority of entitled votes. For corporations formed before August 1, 2024, default approval is two-thirds of entitled votes and each separate group's entitled votes (majority for a public company); articles may vary it but not below a majority of entitled votes. For corporations formed on/after that date, default is a majority of each group's entitled votes unless articles/board require more. Unanimous consent always works; minimum-vote consent requires articles authorization, notices, and a 60-day window (RCW 23B.07.040, .050, .250; 23B.10.030) |
Affected classes and series vote separately for listed authorized-share, exchange, reclassification, rights, share-number, superior/equal-class, preemptive-right, accrued-distribution, and redemption/cancellation changes; similarly affected groups may vote together. The rule expressly reaches otherwise nonvoting shares, subject to limited express articles opt-outs. Dissent rights attach when an amendment redeems or cancels all of a holder's shares for cash or nonshare consideration, and when governing records or a board resolution add the right (RCW 23B.10.040; 23B.13.020) |
Unless the articles provide otherwise, board-only amendments include par-value changes for a one-class corporation, deletion of initial directors or superseded agent/office data, specified proportional stock splits/dividends, a corporate-name change, and other express routes; board-set class/series terms also file without shareholders. Agent information uses a separate statement of change. Correction reaches an inaccurate statement, defective execution, or defective transmission and relates back subject to reliance protection. Bylaws use RCW 23B.10.200 (RCW 23B.06.020, 23B.10.020, 23B.10.200, 23.95.220, 23.95.430) |
Articles state the current name, each amendment, implementation terms for an exchange/reclassification/cancellation, adoption date, and the applicable no-shareholder or shareholder-approval statement. An authorized person signs with name and capacity; no seal, attestation, acknowledgment, or verification is required. File online or by mail. Base fee is $30; expedited service adds $100. Effectiveness is filing or a specified time/date up to 90 days later (RCW 23B.10.060, 23.95.200, 23.95.210; SOS form Rev. 6.2025) |
An officer may prepare a clean restatement; each new amendment retains board-only or shareholder approval as applicable. Articles of restatement contain the complete text and a certificate stating amendment status and approval; duly adopted restated articles supersede the originals and amendments. The current Act and form impose no statewide publication/proof or separate corporate-name follow-up filing (RCW 23B.10.070) |
Nonprofit, professional-service, social-purpose, public-utility, regulated, public, foreign, insolvent, merger, securities, tax, lender/investor, licensing, fiduciary, fraud, defective-action, and disputed-control matters remain outside the ordinary answer. Formation date, public-company status, articles voting terms, nonvoting-class rights, appraisal, and shareholder-agreement limits require record-specific review (RCW 23B.10.030-.040; 23B.13.020) |
| West Virginia verified 2026-08-15 | West Virginia Business Corporation Act, W. Va. Code ch. 31D; ordinary domestic corporation files articles of amendment with Secretary of State (§ 31D-1-101; §§ 31D-10-1001 to -1009) |
May add/change a currently required or permitted article provision or delete a nonrequired one. General legal-name change uses ordinary approval; board alone may swap an approved designator or add/delete/change geographic attribution (§§ 31D-10-1001, -1005(5)) |
Before any shares issue: board, or incorporators if no board. Default board act is majority present at a majority quorum; written board consent is unanimous (§ 31D-10-1002; § 31D-8-821; § 31D-8-824) |
After issuance, board adopts, recommends, and submits; conflict/special-circumstance exception requires disclosed basis. Board may condition submission; amendment chapter states no express postapproval abandonment route (§ 31D-10-1003) |
Amendment-meeting notice to every shareholder, with amendment, 10–60 days before meeting. Default quorum is majority of entitled votes; votes for must exceed votes against. Written consent requires all entitled shareholders within 60 days; nonvoting holders receive 10-day advance notice when required (§§ 31D-7-704 to -705, -725; 31D-10-1003) |
Affected class/series votes separately even if otherwise nonvoting; similarly affected groups may vote together. Appraisal covers a fractional-share repurchase amendment or another amendment if articles, bylaws, or board resolution grants it, subject to listed-share and other limits (§ 31D-10-1004; § 31D-13-1302) |
Board-only amendments are limited to listed cleanups, one-class share changes, designator/geographic name edits, and authorized class/series actions. Agent/office change and correction use separate filings; bylaws use their own route (§§ 31D-10-1005, -1020; 31D-1-124; 31D-5-502) |
State name, amendment text, implementation terms if needed, adoption date, and approval recital. Board chair, president, other officer, or qualifying incorporator signs; no seal/notary required. $25, plus $1 online; filing or stated time/date within 90 days (§§ 31D-1-120, -123; 31D-10-1006; 59-1-2; SOS) |
Board may consolidate into restated articles; new amendments follow normal approval and duly filed restatement supersedes prior articles. No ordinary statewide publication/proof filing; former-name proceedings continue (§ 31D-10-1007; § 31D-10-1009) |
Ordinary private Chapter 31D corporation only. Professional, benefit, nonprofit, public, regulated, foreign, securities, tax, transaction, fiduciary, and disputed-right consequences are separate; 2026 accounting-corporation designator amendment does not change this ordinary route |
| Wisconsin verified 2026-08-15 | Wisconsin Business Corporation Law, ch. 180; an ordinary domestic business corporation delivers articles of amendment to the Department of Financial Institutions (§§ 180.1001-.1006) |
May add/change a currently required or permitted article or delete a nonrequired one; a new name needs a listed corporate designator, lawful-purpose wording, and record distinguishability; only a designator substitution or geographic-attribution edit is board-only (§§ 180.0401, 180.1001-.1003) |
Before shares issue, incorporators or the board may amend; unless two-thirds of subscribed shares approve or consent, a nonapproving subscriber may exit and seek repayment within 10 days after notice (§ 180.1005) |
The board may propose and condition submission, with no statutory recommendation requirement; the amendment sections state no general abandonment power, but a delivered filing may be withdrawn before effect by a compliant statement (§§ 180.0143, 180.1003) |
Notify every shareholder 10-60 days before the meeting and include the amendment or summary; unanimous consent always works, charter-authorized minimum-vote consent requires 10-day notice; default quorum is a majority and ordinary approval needs votes for to exceed votes against (§§ 180.0704-.0705, 180.0725-.0727, 180.1003) |
Listed adversely affected classes or series vote separately even if otherwise nonvoting; appraisal is not automatic, but the articles may grant it for listed materially adverse amendments, generally subject to a public-market exception (§§ 180.1003-.1004, 180.1302) |
Board-only amendments include historical, director/incorporator, agent/office, share-split, designator/geographic-name, and other listed changes; agent/office also has a separate statement route, correction is limited to specified filing defects, and bylaws use separate authority (§§ 180.0124, 180.0502, 180.1002, 180.1020) |
Form 4 states the prior name, amendment text, adoption date and route, with implementation terms when needed; an officer ordinarily signs; paper filing uses one original; base fee $40; effective on receipt at the stated time or close of business, or up to 90 days later; no acknowledgment is required (§§ 180.0112, 180.0120, 180.0123, 180.1006; Form 4) |
A no-change restatement may be board- or pre-share-incorporator-approved; included amendments follow the applicable amendment route; restatement supersedes prior articles and amendments and costs $40; no ordinary statewide publication step appears; former-name proceedings continue (§§ 180.1007, 180.1009; DFI fee page) |
Ordinary private Chapter 180 corporation only; investment, benefit, service, statutory-close, public-market, regulated, securities, tax, foreign-registration, lender, investor, and disputed-authority matters can change or exceed this route (§§ 180.1002(7m), 180.1302, 180.1801, 180.1901-.1921; ch. 204) |
| Wyoming verified 2026-08-15 | Wyoming Business Corporation Act, Wyo. Stat. Ann. tit. 17, ch. 16, art. 10; an ordinary domestic corporation delivers Articles of Amendment to the Secretary of State (§§ 17-16-1001, -1006) |
May add/change a provision currently required or permitted in the articles or delete a nonrequired one. A new name cannot imply an unauthorized purpose and must be distinguishable unless a statutory consent, judgment, or specified transaction route applies; no corporate designator is generally required (§§ 17-16-401, -1001) |
Before shares issue, the board—or incorporators if there is no board—may adopt amendments. Default board action is majority present at a majority quorum; unanimous written incorporator consent is available (§§ 17-16-205, -824, -1002) |
After issuance, the board adopts and submits; it recommends approval unless conflict or special circumstances justify no recommendation and it transmits the basis. The board may condition submission. Section 17-16-1003 states no general post-approval abandonment route (§ 17-16-1003) |
Every shareholder, voting or not, gets the amendment with generally 10–60 days' meeting notice. Default quorum is a majority of entitled votes; votes cast favoring must exceed opposing. Consent defaults to unanimity, but the articles may authorize meeting-equivalent consent completed within 60 days, followed by 10-day notices (§§ 17-16-704 to -705, -725 to -727, -1003) |
Affected classes and series vote separately even if otherwise nonvoting; similarly affected groups ordinarily vote together. Appraisal covers listed materially adverse amendments and amendments granted appraisal by the articles, bylaws, or board resolution, subject to the market-out limits (§§ 17-16-1004, -1302) |
Board-only post-share amendments are limited to listed duration, initial-director/agent, one-class share, designator/geographical-name, acquired-share, class-deletion, and authorized share-term changes. Agent change, correction, and bylaws use separate routes (§§ 17-16-124, -602, -1005, -1020; 17-28-102) |
State the corporation name, amendment text, implementation terms when needed, adoption date, and approval statement. Chair, president, another officer, qualifying incorporator, or court fiduciary may sign with name/capacity; no seal, attestation, acknowledgment, verification, or proof is required. Current form is mailed on paper and not accepted by email. Fee $60; effective on receipt for filing or stated time through the ninetieth day (§§ 17-16-120, -123, -1006; SOS form/fee schedule) |
Board may consolidate existing amendments with or without shareholders; new amendments retain ordinary approval, and filed restated articles supersede prior articles. Fee $60. Article 10 and the current form impose no ordinary statewide publication/proof step; a name change does not abate an existing proceeding (§§ 17-16-1007, -1009; fee schedule) |
Ordinary Chapter 17-16 private corporation only. Court-ordered federal reorganization has a separate route; regulated, nonprofit, professional, public, foreign, securities, tax, transaction, fiduciary, and disputed-authority issues are outside this general procedure (§ 17-16-1008) |
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