Corporation Charter Amendment and Name-Change Packet - New Jersey

NEW JERSEY CORPORATION CHARTER AMENDMENT AND NAME-CHANGE PACKET

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

Scope gate. Excludes nonprofit, professional, benefit, regulated, insolvent, disputed-control, and defective-corporate-act matters unless New Jersey 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, capitalization, tax, or licenses affected: [____________________]

2. FILING CLASSIFICATION

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

☐ Correct form selected from the current Division of Revenue route rather than from the change requested in tax-registration records.

☐ Restatement considered if the operative charter is fragmented.

3. NEW JERSEY APPROVAL GATE

Select and document the route that applies.

☐ Before organization meeting — 14A:9-2(1). All incorporators unanimously consented and will use the incorporator certificate route reflected in Form C-102.

☐ Ordinary board and shareholder route — 14A:9-2(4). The directors approved the amendment and the shareholders thereafter adopted it; Form C-102A voting information will be completed from the actual record.

☐ Board-only statutory route — 14A:9-2(2). New Jersey counsel identified the exact cross-referenced statutory authority, confirmed its conditions, and attached it here: [________________________________].

☐ Other transaction-specific route. A merger, share, agent, or other specialized provision—not this ordinary packet—controls, and counsel supplied the filing instrument.

Shareholder, class, and series vote record

Do not infer one aggregate vote. Form C-102A requires the total outstanding and entitled shares, votes for and against, and separate class or series results whenever a class or series is entitled to vote separately. Determine entitlement and the governing threshold from the certificate and current statute before counting.

☐ Certificate, greater-vote provisions, class/series terms, meeting notice, quorum, and consent rules independently validated.

Board resolution

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

4. AMENDMENT TEXT AND NAME CHECK

Proposed legal name: [________________________________]

☐ New Jersey business-name records checked on [__/__/____].

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

The Division's form instructions state that the new name must be distinguishable on the State database and that the Division checks availability during review. A search or reservation is a dated administrative check, not a guarantee of acceptance or legal rights.

5. CERTIFICATE OF AMENDMENT REVIEW

☐ Form C-102 used only for unanimous incorporator action before the first organization meeting.

☐ Form C-102A or current online equivalent used for the ordinary board-and-shareholder route.

☐ Signer is the chair, president, or vice president, as stated by Form C-102A.

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

6. RESTATEMENT ALTERNATIVE — 14A:9-5

☐ Restatement only: the board confirmed the instrument merely restates and integrates the operative certificate without substantive amendment.

☐ Restatement with substantive amendment: the board and shareholders adopted the changes under the applicable amendment procedure.

☐ Form C-100A includes the complete operative charter, current registered office and agent, board information, capital structure, and the required adoption certificate.

☐ Accepted restated certificate supersedes the prior operative certificate and amendments.

7. FILING AND ACCEPTANCE

As of 2026-07-29, the Division of Revenue fee schedule and Forms C-102/C-102A/C-100A state a $75 filing fee for corporate amendatory filings. Verify the current form or online route, fee, delivery method, effective-date rules, and processing options on filing day.

☐ Filed copy, payment record, and acceptance evidence saved.

☐ Corporate public-record amendment and tax-registration updates were handled as separate systems.

8. CONFORMING RECORDS AND NOTICE LOG

☐ Minute book, operative certificate, 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, alternate names, and foreign registrations updated separately where required.

9. COMPLETION CERTIFICATE

The undersigned confirms that the filing was correctly classified; the certificate, 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

• New Jersey Legislature — official Title 14A search result for 14A:9-2 and 14A:9-4
• New Jersey Legislature — official Title 14A search result for 14A:9-5
• New Jersey Division of Revenue — Form C-102, incorporator amendment
• New Jersey Division of Revenue — Form C-102A, shareholder amendment
• New Jersey Division of Revenue — Form C-100A, restated certificate
• New Jersey Division of Revenue — filing fees

Official statute search, forms, and stated fee verified 2026-07-29; recheck the current statutory text and filing route immediately before submission.