Corporation Charter Amendment and Name-Change Packet

ARIZONA CORPORATION CHARTER AMENDMENT AND NAME-CHANGE PACKET

Classification comes first. Use for articles of amendment of a domestic Arizona for-profit corporation. Do not use a charter amendment merely to change current statutory-agent, known-place-of-business, annual-report, bylaw, assumed-name, tax, merger, or foreign-registration information.

Scope gate. Excludes nonprofit, professional, regulated, insolvent, disputed-control, and defective-corporate-act matters unless Arizona counsel supplies the correct route.

Keep any internal bylaw change separate and cross-reference the universal amendment to bylaws.

1. ENTITY AND CHANGE INTAKE

Business reason: [____________________________________________________________]

Contracts, financing, permits, equity plans, or licenses affected: [____________________]

2. FILING CLASSIFICATION

☐ Commission record, original articles, all amendments/restatements, bylaws, stock ledger, voting agreements, and class/series terms reviewed.

☐ Proposed charter language is currently required or permitted under § 10-1001.

☐ Restatement considered if the operative articles are fragmented.

3. ARIZONA APPROVAL GATE

Select and document the route that applies.

☐ No shares issued — § 10-1005. A majority of the board adopted the amendment, or the greater number required by the articles did so.

☐ Board-only listed change — § 10-1002. The articles do not provide otherwise, and the exact statutory category and facts are: [________________________________].

☐ Board and shareholders — § 10-1003(A). The board proposed and recommended the amendment, or communicated its reason for making no recommendation, and every entitled voting group approved under the applicable threshold.

☐ Shareholder-initiated route — § 10-1003(B). The articles expressly permit shareholder proposals and every charter procedure and statutory approval requirement was satisfied.

Arizona's board-only name-change authority in § 10-1002(5) is limited to substituting specified corporate identifiers or adding, deleting, or changing a geographical attribution. Do not treat that exception as authority for every name change.

Voting-group review — §§ 10-1003 and 10-1004

Test each class and series under § 10-1004 even if the articles label it nonvoting. Record dissenters'-rights voting groups and the different default thresholds referenced by § 10-1003 rather than assuming one aggregate majority applies to all groups.

☐ Articles, board conditions, dissenters' rights, and every class/series voting rule checked.

☐ Meeting notice went to each shareholder, whether or not entitled to vote, and included the amendment or a summary.

Board resolution

The Board adopts the amendment in Section 4, recommends shareholder approval when required, directs submission to each entitled voting group, and authorizes [NAME/TITLE] to complete and file the Arizona articles after every condition is satisfied.

4. AMENDMENT TEXT AND NAME CHECK

Proposed legal name: [________________________________]

☐ Arizona entity-name records checked on [__/__/____].

☐ Trademark, trade-name, domain, licensing, financing, and foreign-jurisdiction conflicts separately reviewed.

The Commission's instructions state that name reservation is optional and that the examiner decides statutory name compliance. A search or reservation is a dated administrative check, not a guarantee of acceptance or legal rights.

5. ARTICLES OF AMENDMENT — § 10-1006

☐ Form C014 and the corporation's complete amendment attachment agree word for word.

☐ Each approval-route box matches the actual corporate record.

☐ No confidential personal, banking, or unnecessary proprietary information appears in the public filing.

6. RESTATEMENT ALTERNATIVE — § 10-1007

☐ Restatement without a shareholder-required amendment: the board adopted the restatement and the filed certificate states the proper route.

☐ Restatement with a shareholder-required amendment: the amendment was adopted under § 10-1003 and the filing supplies the § 10-1006 information.

☐ Final restated articles contain the entire operative charter and supersede the original articles and prior amendments.

7. FILING, PUBLICATION, AND ACCEPTANCE

As of 2026-07-29, Form C014 states a $25 regular filing fee. Verify the form revision, fee, portal, delivery method, and processing options on filing day.

Section 10-1006(B) requires that within 60 days after Commission approval either a copy be published or the Commission input the approval information into the § 10-130 database. Do not assume the database branch occurred without confirmation.

☐ Publication completed after approval; affidavit retained.

☐ Commission database input confirmed instead; evidence retained.

☐ Rejection corrections remain within approved authority; material changes return for renewed approval.

8. CONFORMING RECORDS AND NOTICE LOG

☐ Minute book, operative articles, bylaws, stock ledger, capitalization table, certificates, equity plans, and authority records updated.

☐ Banks, insurers, contracts, lenders, landlords, vendors, customers, payroll, benefits, tax agencies, licenses, and permits reviewed for notice or consent.

☐ Annual report, statutory-agent record, trade names, and foreign registrations updated separately where required.

9. COMPLETION CERTIFICATE

The undersigned confirms that the filing was correctly classified; the articles, bylaws, and equity records were reviewed; every required board, shareholder, voting-group, and contractual approval was documented; the acceptance and § 10-1006(B) follow-up evidence are retained; and conforming updates are complete or assigned.

Authorized officer: [________________________________]

Signature: [________________________________] Date: [__/__/____]

SOURCES AND REFERENCES

• Arizona Legislature — § 10-1001, authority to amend
• Arizona Legislature — § 10-1002, board-only amendments
• Arizona Legislature — § 10-1003, board and shareholder amendments
• Arizona Legislature — § 10-1004, voting groups
• Arizona Legislature — § 10-1005, no-share amendments
• Arizona Legislature — § 10-1006, articles of amendment
• Arizona Legislature — § 10-1007, restated articles
• Arizona Corporation Commission — Form C014, for-profit articles of amendment
• Arizona Corporation Commission — Form C014 instructions

Statutes, form, and stated fee verified 2026-07-29; recheck all filing facts immediately before submission.