Corporation Charter Amendment and Name-Change Packet - Michigan

MICHIGAN CORPORATION CHARTER AMENDMENT AND NAME-CHANGE PACKET

Classification comes first. Use for a certificate amending the articles of incorporation of a domestic Michigan profit corporation. Do not use a charter amendment merely to change current resident-agent, registered-office, annual-report, bylaw, assumed-name, tax, merger, or foreign-registration information.

Scope gate. Excludes nonprofit, professional-service, regulated, insolvent, disputed-control, and defective-corporate-act matters unless Michigan 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: [____________________________________________________________]

Capitalization, financing, contracts, tax, or licenses affected: [_____________________]

2. FILING CLASSIFICATION

☐ LARA record, original articles, every amendment/restatement, bylaws, stock ledger, voting agreements, and class/series terms reviewed.

☐ Proposed text could lawfully appear in original articles when the amendment is made, as required by MCL 450.1601.

☐ Restatement considered if the operative articles are fragmented.

3. MICHIGAN APPROVAL GATE — MCL 450.1611

Select and document the route that applies.

☐ Before first board meeting. The incorporators unanimously consented; the certificate will be signed by a majority of incorporators as required by MCL 450.1631(1).

☐ No shares or written subscriptions accepted. The board adopted the amendment under MCL 450.1611(1)(b).

☐ Board-only listed change. The articles do not provide otherwise, and the exact MCL 450.1611(2) category and supporting facts are: [________________________________].

☐ Board and shareholders. The board proposed the amendment and the shareholders approved it under MCL 450.1611(3)-(5).

Michigan's board-only name-change authority 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.

Shareholder and class/series vote

The default shareholder threshold is a majority of the outstanding shares entitled to vote. Each class or series entitled to vote separately must also approve by a majority of its outstanding shares. Apply any higher statutory or articles requirement.

Under MCL 450.1615, a class vote may arise for an authorized-share change or an adverse change to powers, preferences, or special rights; adversely affected series may constitute the voting class.

☐ Meeting notice set out the amendment or a summary and went to each shareholder of record entitled to vote.

☐ Meeting, written-consent, class/series, and higher-vote rules independently validated.

Board resolution

The Board adopts or proposes the amendment in Section 4, directs shareholder submission where required, and authorizes [NAME/TITLE] to complete and file Form 515 after every condition is satisfied.

4. AMENDMENT TEXT AND NAME CHECK

MCL 450.1631(4) requires the certificate to state the entire article being amended, except that only the affected section is needed if the article is divided into separately identified sections.

Proposed legal name: [________________________________]

☐ Michigan entity 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 or legal rights.

5. FORM 515 CERTIFICATE REVIEW

☐ Only the applicable incorporator, shareholder, or board approval block is completed.

☐ Form text and attached approval records agree word for word.

☐ Later effective date, if any, is within the form's 90-day limit.

6. RESTATEMENT ALTERNATIVE — MCL 450.1641-.1643

☐ Restatement only: the board confirmed that the instrument integrates the operative articles without further amendment.

☐ Restatement with only board-authorized amendments: every new amendment qualifies under MCL 450.1611(1)(b) or (2).

☐ Restatement requiring shareholder approval: shareholders adopted it under MCL 450.1611.

☐ Heading, present and former names, original filing date, adoption statement, and no-material-discrepancy statement are complete where applicable.

☐ Accepted restated articles supersede the prior operative articles.

7. FILING AND ACCEPTANCE

As of 2026-07-29, Form 515 and LARA's fee schedule state a $10 nonrefundable base fee, plus authorized-share fees when a profit corporation increases authorized shares. Verify the current share tier and expedited fee immediately before submission.

☐ Accepted 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 report, resident-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 incorporator, 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

• Michigan Legislature — MCL 450.1601
• Michigan Legislature — MCL 450.1611
• Michigan Legislature — MCL 450.1615
• Michigan Legislature — MCL 450.1631
• Michigan Legislature — MCL 450.1641-.1643
• Michigan LARA — Form 515, Certificate of Amendment
• Michigan LARA — domestic profit corporation fee schedule

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