Amendment of California Nonprofit Corporations
The attached sample can be used as a guide when drafting a Certificate of Amendment. The certificate
should be typed following the instructions set forth below.
Certificates of Amendment are most often made by the president and secretary of the corporation and
for that reason the sample has been formatted using those officers. If the document will be signed by
officers other than the President and Secretary, or if the sample does not adequately cover the needs of
the corporation, documents must be prepared with modifications to meet the specific requirements of
the corporation. Please refer to California Corporations Code sections 5810-5820 (public benefit and
religious corporations), sections 7810-7820 (mutual benefit corporations) or sections 12500-12510
(general cooperative corporations) prior to modification.
Note: The California Corporations Code prohibits any amendment of Articles of Incorporation altering
the statement of the name and address of the corporation’s initial agent for service of process, and if
listed in the original Articles of Incorporation, the corporation’s initial street address and/or mailing
address. To update our records to show the current information, you must file a Statement of
Information (Form SI-100) as required by California Corporations Code section 6210 (public benefit
corporations), section 8210 (mutual benefit corporations), section 9660 (religious corporations) or
section 12570 (general cooperative corporations). To get Form SI-100, go to www.sos.ca.gov/business-
• Paragraph 1 - must be set forth the current name of the corporation exactly as the name is of
record with the Secretary of State (including punctuation and abbreviations).
• Paragraph 2 - must identify the specific provision being amended by the numerical or other
designation assigned to the provision in the original articles, (i.e., "I", "FIRST" or "ONE"). If the
article provision was not assigned a designation, the present language of the existing provision
must be quoted.
The paragraph must also include the language that will replace the language presently of record.
Note, if the purpose of the amendment is to change the name of the corporation, the words
"The name of the corporation is" must precede the proposed new name.
• Paragraph 3 - must state the amendment has been approved by the board of directors.
• Paragraph 4 - must state the amendment has been approved by the required vote of the members.
If the corporation has no members separate from the board of directors, member approval is not
required. However, the certificate must state the corporation has no members.
DO NOT include both #4 paragraphs when preparing the certificate. Use ONLY the applicable
• The certificate must be dated, signed and verified by the president and secretary. Each person's
name and title should be typed directly below their respective signature.
Except for the purpose of filing an application with the California Franchise Tax Board for exempt status
or amending the articles of incorporation as necessary either to perfect that application or to set forth a
new name, a Certificate of Amendment can only be filed if the corporation has an active status on the
records of the California Secretary of State. (California Corporations Code section 5008.6.) Please
check the corporation's records and status before submitting documents for filing with our office. The
status of the entity can be checked online on the California Secretary of State's Business Search
AMDT- Nonprofit Instructions (Rev. 01/2016)
California Secretary of State