Corporation Charter Amendment and Name-Change Packet - Florida

FLORIDA CORPORATION CHARTER AMENDMENT AND NAME-CHANGE PACKET

Classification comes first. Use for articles of amendment of a domestic Florida profit corporation. Do not assume that annual-report data, registered-agent changes, internal bylaws, tax elections, assumed names, mergers, or foreign registrations belong in the articles.

Scope gate. Excludes nonprofit, benefit, social-purpose, professional, regulated, insolvent, disputed-control, and defective-corporate-act matters unless Florida 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

☐ Current state record, original articles, amendments/restatements, bylaws, stock ledger, shareholder agreements, and class/series terms reviewed.

☐ Filing selected because it changes the operative articles, not merely because the state form contains an optional field.

☐ Restatement considered if the operative articles are fragmented.

3. FLORIDA APPROVAL GATE

Select and document the route that applies.

☐ No shares issued — § 607.1005. The board adopted the amendment, or a majority of incorporators did so because there was no board.

☐ Board-only listed change — § 607.1002. The articles do not provide otherwise, and the exact statutory category is: [________________________________].

☐ Shares issued — § 607.1003. The board first adopted the amendment and the shareholders then approved it, except to the extent a specific statutory exception applies.

Florida's board-only name-change authority in § 607.1002(6) is limited to substituting specified corporate identifiers or adding, deleting, or changing a geographical attribution. Do not treat that limited exception as authority for every corporate name change.

Voting-group review — §§ 607.1003-.1004

Test each affected class or series as a separate voting group when § 607.1004 applies. Unless a greater rule controls, § 607.1003 generally requires approval at a meeting with a quorum by at least a majority of the votes entitled to be cast, including each required separate voting group. If the amendment creates appraisal rights or new interest-holder liability, apply the additional statutory approval and consent rules.

☐ Articles, class/series terms, board conditions, and greater-vote provisions checked.

☐ Meeting notice included the amendment and was given to each shareholder as required, or counsel validated the written-consent route.

☐ Appraisal-rights and new-interest-holder-liability consequences separately analyzed.

Board resolution

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

4. AMENDMENT TEXT WORKSHEET

Proposed legal name: [________________________________]

☐ Sunbiz preliminary name search checked on [__/__/____].

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

The Division's form states that a new name must be distinguishable on its records and that the filer remains responsible for infringement. A search result is a dated administrative check, not a guarantee of acceptance or legal rights.

5. ARTICLES OF AMENDMENT — § 607.1006

☐ Any share exchange, reclassification, or cancellation includes the required implementing provisions.

☐ Filing states whether shareholder approval was required and supplies the applicable adoption statements.

☐ Delayed effectiveness, if used, complies with § 607.0123 and is no later than the statutory 90-day limit.

☐ Registered-agent appointment change, if included, has the new agent's required acceptance.

6. RESTATEMENT ALTERNATIVE — § 607.1007

☐ Restatement only: the board confirmed the instrument merely consolidates operative provisions and does not add an amendment requiring shareholder approval.

☐ Restatement with new amendment: each new amendment received the approval required by § 607.1003.

☐ Restated articles include the corporate name, full consolidated text, consolidation statement, and all required statements for any new amendment.

7. FILING AND ACCEPTANCE

As of 2026-07-29, the Division's profit-corporation articles-of-amendment form states a $35 filing fee, including a letter of acknowledgment. Verify the current form, fee, address, online options, status, and processing instructions immediately before submission.

☐ Accepted copy, acknowledgment, payment record, and supporting approvals saved.

☐ 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, registered-agent record, assumed names, and foreign registrations updated separately where required.

9. COMPLETION CERTIFICATE

The undersigned confirms that the filing was correctly classified; the operative articles, bylaws, and equity records were reviewed; each required board, shareholder, voting-group, and individual consent was documented; the accepted filing is retained; and conforming updates are complete or assigned.

Authorized officer: [________________________________]

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

SOURCES AND REFERENCES

• Florida Legislature — § 607.1002, board-only amendments
• Florida Legislature — § 607.1003, board and shareholder approval
• Florida Legislature — § 607.1004, voting groups
• Florida Legislature — § 607.1005, amendment before shares issue
• Florida Legislature — § 607.1006, articles of amendment
• Florida Legislature — § 607.1007, restated articles
• Florida Legislature — § 607.0123, effective dates
• Florida Division of Corporations — profit-corporation articles of amendment form

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