Corporation Charter Amendment and Name-Change Packet

ILLINOIS CORPORATION CHARTER AMENDMENT AND NAME-CHANGE PACKET

Classification comes first. Use for articles of amendment of an Illinois domestic business corporation. Do not use a charter amendment merely to change registered-agent, registered-office, annual-report, bylaw, assumed-name, tax, merger, or foreign-registration information.

Scope gate. Excludes nonprofit, medical, close, professional-service, regulated, insolvent, expired-duration, and disputed-control corporations unless Illinois counsel supplies the correct form and route.

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

1. ENTITY AND CHANGE INTAKE

Business reason: [____________________________________________________________]

Franchise-tax, contracts, financing, equity plans, or licenses affected: [____________]

2. FILING CLASSIFICATION

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

☐ Proposed text remains a provision permitted in original articles under 805 ILCS 5/10.05.

☐ Restatement considered if the operative articles are fragmented.

3. ILLINOIS APPROVAL GATE

Select and document the route that applies.

☐ No shares issued — 10.10. A majority of incorporators adopted the amendment if initial directors were neither named nor elected; otherwise a majority of directors adopted it.

☐ Board-only listed change — 10.15. A majority of the whole board adopted the amendment, and the exact statutory category and facts are: [________________________________].

☐ Board and shareholders — 10.20. The board adopted a resolution setting out the amendment and submitted it to shareholders with the required written notice.

Illinois's board-only name-change authority in 10.15(e) is limited to substituting specified corporate identifiers or adding a geographical attribution. Do not treat that exception as authority for every name change.

Shareholder and class/series vote — 10.20 and 10.25

The statutory default is at least two-thirds of all shares entitled to vote on the amendment. Each class or series entitled to vote separately must also approve by at least two-thirds. The articles may set a smaller or larger requirement, but not below a majority of all entitled shares or a majority of each separately voting class or series.

☐ Each 10.25 class/series trigger, including nonvoting-share effects, was independently checked.

☐ Notice included the amendment or summary and any required dissent-right information.

☐ Meeting, written-consent, quorum, record-date, and greater-vote rules were independently validated.

Board resolution

The Board adopts the amendment in Section 4, directs its submission to shareholders where required, and authorizes [NAME/TITLE] to complete and file the Illinois articles after every condition is satisfied.

4. AMENDMENT TEXT AND NAME CHECK

Proposed legal name: [________________________________]

☐ Illinois corporate-name records checked on [__/__/____].

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

A name search or reservation is a dated administrative check, not a guarantee of acceptance, trademark rights, regulatory approval, or availability elsewhere.

5. ARTICLES OF AMENDMENT — 10.30

☐ Form BCA 10.30 approval box matches the actual corporate record.

☐ Name change appears in Article I; all other amendment text appears in the required portion or attachment.

☐ Duplicate paper submission, ink, signature, and payment instructions freshly checked if filing by paper.

6. RESTATEMENT ALTERNATIVE

☐ Board-only restatement under 10.15(g) contains the articles as currently amended and introduces no unapproved substantive change.

☐ Restatement with amendments includes every approval and filing fact required by 10.20 and 10.30.

☐ Form BCA 10.30R contains the full operative articles, original incorporation identity, registered-office and agent data, and issued-share information required by 10.30.

7. FILING AND ACCEPTANCE

Under 10.35, an amendment becomes effective at the later of Secretary of State filing or the time established in the articles. A name change does not abate a suit brought under the former name.

As of 2026-07-29, the Secretary of State lists a $50 filing fee for BCA 10.30 and $150 for BCA 10.30R; expedited fees are additional. Verify current forms, fees, franchise-tax effects, and processing options on filing day.

☐ Accepted duplicate or filed copy and payment record 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/interim reports, 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 articles, bylaws, and equity records were reviewed; every required board, shareholder, class, series, and contractual approval was documented; the accepted filing is retained; and conforming updates are complete or assigned.

Authorized officer: [________________________________]

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

SOURCES AND REFERENCES

• Illinois General Assembly — Business Corporation Act Article 10, including 10.05-10.35
• Illinois Secretary of State — Form BCA 10.30, Articles of Amendment
• Illinois Secretary of State — Form BCA 10.30R, Restated Articles
• Illinois Secretary of State — domestic and foreign corporation forms and fees

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