Corporation Charter Amendment and Name-Change Packet - Pennsylvania

PENNSYLVANIA CORPORATION CHARTER AMENDMENT AND NAME-CHANGE PACKET

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

Scope gate. Excludes nonprofit, professional, benefit, regulated, insolvent, disputed-control, special-treatment, and defective-entity-action matters unless Pennsylvania 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, contracts, financing, tax, licenses, or foreign registrations affected: [____________________________________________________________]

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

☐ Proposed text is authorized under 15 Pa.C.S. § 1911 and could lawfully appear in original articles, subject to the statute's exceptions.

2. FILING CLASSIFICATION

☐ Amendment text clearly shows deletions and additions or sets out the amended provision in full, consistently with § 1912(b).

3. PENNSYLVANIA PROPOSAL AND APPROVAL GATE

Proposal route — § 1912

Select and document the route used:

☐ Board adopted a resolution setting forth the proposed amendment.

☐ Shareholders entitled to cast at least 10% of all votes entitled to be cast petitioned for the amendment, and the articles do not displace that route.

☐ Board directed submission to shareholders without first adopting the amendment; final board approval is still required under § 1914(a).

Adoption route — § 1914

☐ No shares issued. Board adopted the amendment without shareholder approval.

☐ Board-only listed change. The articles do not restrict the route, and the amendment falls exactly within § 1914(c): [________________________________].

Pennsylvania expressly permits a board-only amendment changing the corporate name unless the articles restrict that authority. Do not use that exception for an unrelated charter change.

☐ Board and shareholders. The amendment received a majority of votes cast by all shareholders entitled to vote and a majority of votes cast in each class or series entitled to vote separately, unless the articles or another statute requires a greater vote.

☐ Statutory class/series voting under § 1914(b), special-treatment voting under § 1906 if applicable, and every higher-vote provision independently reviewed.

☐ Meeting notice in record form included the amendment or a summary; dissenters-rights text was included if applicable.

Board resolution

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

4. AMENDMENT TEXT AND NAME CHECK

Proposed legal name: [________________________________]

☐ Pennsylvania entity records checked on [__/__/____].

☐ Name-appropriation consent, trademark, assumed-name, domain, licensing, contract, 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 REVIEW — §§ 1915-1916

☐ Current DSCB:15-1915/5915 form and two DSCB:15-134B docketing statements prepared.

☐ Consent to appropriation of name and governmental approvals attached if applicable.

Under § 1916, the amendment becomes effective on filing or the specified effective date, whichever is later. A corporate name change does not abate an existing action brought by or against the corporation under its former name.

6. FILING AND ACCEPTANCE

As of 2026-07-29, the official Department of State form states a $70 nonrefundable filing fee. Recheck the current form, fee, docketing statement, attachment requirements, and submission channel immediately before filing.

☐ Accepted copy and payment record saved.

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

7. 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, permits, assumed names, and foreign registrations reviewed for separate notice or amendment.

8. 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

• Pennsylvania General Assembly — 15 Pa.C.S. §§ 1911-1916
• Pennsylvania Department of State — Articles of Amendment, DSCB:15-1915/5915

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