Corporation Charter Amendment and Name-Change Packet - North Carolina

NORTH CAROLINA CORPORATION CHARTER AMENDMENT AND NAME-CHANGE PACKET

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

Scope gate. Excludes nonprofit, professional, cooperative, regulated, insolvent, disputed-control, and defective-corporate-act matters unless North Carolina 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, equity plans, tax, or licenses affected: [_______________________]

2. FILING CLASSIFICATION

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

☐ Proposed text is currently required or permitted under § 55-10-01.

☐ Restatement considered if the operative articles are fragmented.

3. NORTH CAROLINA APPROVAL GATE

Select and document the route that applies.

☐ No shares issued — § 55-10-05. The board adopted the amendment, or a majority of incorporators did so because the corporation had no directors.

☐ Board-only listed change — § 55-10-02. The articles do not provide otherwise, and the exact statutory category and facts are: [________________________________].

☐ Shares issued — § 55-10-03. The board adopted the proposed amendment, transmitted the required recommendation or basis for no recommendation, and submitted it to shareholders unless a statutory exception applies.

Unlike several states, § 55-10-02(5) authorizes the North Carolina board to change the corporate name without shareholder approval unless the articles provide otherwise. Confirm that no articles, agreement, lender, regulator, or other approval requirement controls.

Voting-group review — §§ 55-10-03 and 55-10-04

Test each class and series under § 55-10-04 even if the articles label it nonvoting. Record appraisal-rights voting groups and the default thresholds referenced by § 55-10-03 rather than assuming one aggregate vote applies to all groups.

☐ Articles, shareholder-adopted bylaws, board conditions, appraisal rights, and class/series rules checked.

☐ Meeting notice went to each shareholder, whether or not entitled to vote, and included the amendment or a summary; action-without-meeting notice was checked separately.

Board resolution

The Board adopts the amendment in Section 4, recommends shareholder approval where required, directs submission to every entitled voting group, and authorizes [NAME/TITLE] to complete and file Form B-02 after all conditions are satisfied.

4. AMENDMENT TEXT AND NAME CHECK

Proposed legal name: [________________________________]

☐ North Carolina business-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 or legal rights.

5. ARTICLES OF AMENDMENT — § 55-10-06

☐ Form B-02 approval box matches the actual corporate record.

☐ Amendment text and any implementing provisions are complete.

☐ Delayed effectiveness, if used, is no later than the form's 90-day limit.

6. RESTATEMENT ALTERNATIVE — § 55-10-07

☐ Restatement only: the board confirmed that the filing consolidates amendments without adding a shareholder-required amendment.

☐ Restatement with new amendment: every new amendment was adopted and approved under § 55-10-03 where required.

☐ Filing includes the corporate name, complete restated articles as an exhibit, consolidation statement, and § 55-10-06 statements for new amendments.

☐ Accepted restated articles supersede the original articles and prior amendments.

7. FILING AND ACCEPTANCE

As of 2026-07-29, Form B-02 and N.C.G.S. § 55-1-22 state a $50 filing fee for articles of amendment. Verify the current form, fee, portal, delivery method, and processing options on filing day.

☐ Accepted certified copy or confirmation 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, 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 incorporator, board, shareholder, voting-group, and contractual approval was documented; the accepted filing is retained; and conforming updates are complete or assigned.

Authorized officer: [________________________________]

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

SOURCES AND REFERENCES

• North Carolina General Assembly — Chapter 55, Article 10
• North Carolina Secretary of State — Form B-02, Articles of Amendment
• North Carolina General Assembly — § 55-1-22 filing fees

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