Corporation Charter Amendment and Name-Change Packet - Ohio

OHIO CORPORATION CHARTER AMENDMENT AND NAME-CHANGE PACKET

Classification comes first. Use for a certificate amending the articles of incorporation of an Ohio domestic for-profit corporation. Do not use a charter amendment merely to change statutory-agent, annual-report, bylaw, trade-name, tax, merger, or foreign-registration information.

Scope gate. Excludes nonprofit, professional, close, issuing-public, regulated, insolvent, disputed-control, and defective-corporate-act matters unless Ohio 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, tax, contracts, or licenses affected: [____________________]

2. FILING CLASSIFICATION

☐ Secretary of State record, original articles, amendments/amended articles, regulations, stock ledger, voting agreements, and class terms reviewed.

☐ Amendment, amended-articles, and dedicated change routes compared before filing.

3. OHIO APPROVAL GATE

Select and document the route that applies.

☐ Before subscriptions — § 1701.70(A). Incorporators acted before directors were named or elected, or directors acted before subscriptions were received, matching the applicable statutory facts.

☐ Director-authorized amendment — § 1701.70(B). The exact numbered category and supporting facts are: [________________________________].

☐ Shareholder amendment — § 1701.71(A). Shareholders approved at a meeting held for that purpose by at least two-thirds of the corporation's voting power, or the different articles threshold, which cannot be below a majority.

Unless the articles provide otherwise, § 1701.70(B)(6) allows directors to change the corporate name. Do not assume that board authority extends to unrelated charter provisions.

Class voting — § 1701.71(B)

Test every class regardless of articles voting limits. For a required class vote, the default is two-thirds of that class, or the different articles threshold, not below a majority. Apply any higher vote tied to the corporate action the amendment would authorize.

☐ Par-value, share-change, prejudicial-rights, senior-class, conversion, capital, purpose, and nonprofit-conversion class triggers reviewed.

☐ Articles, meeting-purpose notice, quorum, and special statutory votes independently checked.

Board resolution

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

4. AMENDMENT TEXT AND NAME CHECK

Proposed legal name: [________________________________]

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

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

A database result or reservation is a dated administrative check, not a guarantee of acceptance or legal rights.

5. CERTIFICATE — § 1701.73

The filed certificate must contain the resolution adopting the amendment or amended articles, the manner of adoption, and—when incorporators or directors acted—the basis for their authority.

If directors adopt an amendment under § 1701.70, § 1701.73 generally requires notice and a copy or summary to each record shareholder within 20 days after filing, subject to the SEC-reporting alternative in the statute.

☐ Post-filing shareholder notice route selected and calendared.

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

6. AMENDED-ARTICLES ALTERNATIVE — § 1701.72

☐ Amendment plus consolidation: amended articles received the same action or vote required for the included amendment.

☐ Consolidation only: directors adopted amended articles, or shareholders approved them by a majority of voting power at a meeting held for that purpose.

☐ Amended articles contain only currently proper provisions and state that they supersede the existing articles.

7. FILING AND ACCEPTANCE

As of 2026-07-29, the Ohio Secretary of State's forms schedule lists a $50 filing fee for a Certificate of Amendment. Verify the current for-profit filing instrument, form revision, fee, online route, and expedited options on filing day.

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

☐ Required § 1701.73 shareholder notice completed and retained.

8. CONFORMING RECORDS AND NOTICE LOG

☐ Minute book, operative articles, regulations, 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.

☐ Statutory-agent record, trade names, and foreign registrations updated separately where required.

9. COMPLETION CERTIFICATE

The undersigned confirms that the filing was correctly classified; the articles, regulations, and equity records were reviewed; every required incorporator, board, shareholder, class, and contractual approval was documented; filing and post-filing notice evidence are retained; and conforming updates are complete or assigned.

Authorized officer: [________________________________]

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

SOURCES AND REFERENCES

• Ohio Revised Code — § 1701.70
• Ohio Revised Code — § 1701.71
• Ohio Revised Code — § 1701.72
• Ohio Revised Code — § 1701.73
• Ohio Secretary of State — business filing forms and fee schedule

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