Corporation Charter Amendment and Name-Change Packet - Washington

WASHINGTON CORPORATION CHARTER AMENDMENT AND NAME-CHANGE PACKET

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

Scope gate. Excludes nonprofit, professional-service, social-purpose, regulated, insolvent, disputed-control, and defective-corporate-action matters unless Washington 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: [____________________________________________________________]

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

☐ Proposed text is authorized under RCW 23B.10.010 and could lawfully appear in original articles when filed.

2. FILING CLASSIFICATION

3. WASHINGTON APPROVAL GATE

Select and document the route that applies.

☐ Before share issuance — RCW 23B.10.050. Board adopted the amendment, or incorporators adopted it because initial directors were neither named nor elected.

☐ Board-only listed change — RCW 23B.10.020. The articles do not provide otherwise, and the exact statutory category is: [________________________________].

Washington expressly permits a board-only amendment changing the corporate name unless the articles provide otherwise. Do not treat that exception as authority for an unrelated charter change.

☐ Board and shareholders — RCW 23B.10.030. The board approved the amendment first, submitted it to shareholders, and made the required recommendation or informed shareholders why it proceeded without one.

Formation-date threshold gate

☐ Formed before August 1, 2024. Default approval is two-thirds of votes entitled to be cast and two-thirds of each other separately voting group; a public company's default is a majority. A valid different articles or board condition may apply, but the articles may not reduce the requirement below a majority of all votes entitled to be cast by each required voting group.

☐ Formed on or after August 1, 2024. Default approval is a majority of votes entitled to be cast and a majority of each other separately voting group, unless the articles or board require a greater vote.

☐ Separate voting-group rights under RCW 23B.10.040 and every articles- or board-imposed threshold independently reviewed.

☐ Meeting notice went to each shareholder, regardless of voting entitlement, stated that amendment consideration was a purpose, and included or accompanied a copy of the amendment.

Board resolution

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

4. AMENDMENT TEXT AND NAME CHECK

Proposed legal name: [________________________________]

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

☐ Trademark, trade-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 — RCW 23B.10.060

☐ Approval checkbox and adoption date match the corporate records.

☐ Shareholder-approved filing states due approval under RCW 23B.10.030 and 23B.10.040.

☐ Board/incorporator filing states that shareholder approval was not required.

☐ Any exchange, reclassification, or cancellation implementation terms are included if not contained in the amendment itself.

6. RESTATEMENT ALTERNATIVE — RCW 23B.10.070

☐ Restatement considered because the operative articles are fragmented.

☐ Any new board-only amendment was adopted by the board; any new shareholder-required amendment was adopted under RCW 23B.10.030.

☐ Restated text and the required certificate statements are complete and executed.

☐ Duly adopted restated articles will supersede the original articles and all amendments.

7. FILING AND ACCEPTANCE

As of 2026-07-29, the official form revised June 2025 states a $30 standard filing fee and an optional additional $100 expedited-service fee. A specified future effective date cannot be more than 90 days after receipt. Recheck the current form, fees, filing channel, and instructions 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, permits, trade names, and foreign registrations reviewed for separate notice or amendment.

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 person: [________________________________]

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

SOURCES AND REFERENCES

• Washington Legislature — chapter 23B.10 RCW
• Washington Secretary of State — Profit Corporation Articles of Amendment

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