Fill - Free fillable Instructions for Completing the Certificate of Amendment of (California) PDF form

Instructions for Completing the Certificate of Amendment of

Articles of Incorporation – Name Change Only - Stock (Form AMDT-STK-NA)

To change the name of a domestic (formed in California) stock corporation, the corporation must file a

Certificate of Amendment of Articles of Incorporation that meets the requirements of California Corporations

Code sections 173, 193 and 900-908. Before submitting the completed form, you should consult with a private

attorney for advice about your specific business needs. Note: Form AMDT-STK-NA has been created for ease

in filing, however, any format may be used that meets statutory requirements.

Form AMDT-STK-NA can be used:

• If the name change amendment is the only amendment being made by the corporation.

• If the name change amendment has been approved by at least a majority of the board of directors.

• If the corporation has issued only a single class of shares.

• If the name change amendment has been approved by at least a majority of the shareholders.

• If the name change amendment is verified, dated, and signed by two corporate officers, as described in

the instructions for Item 5 below.

If the corporation does not meet all of the requirements listed above, Form AMDT-STK-NA cannot be used.

Instead, you must compose a Certificate of Amendment that meets the statutory requirements of Sections

173, 193 and 900-907.

Fees:

• Required Filing Fee: A $30.00 filing fee is required to file a Certificate of Amendment of Articles of

Incorporation.

• Faster Service Fee:

o Counter Drop Off: A separate, non-refundable $15.00 counter drop off fee is required if you

deliver in person (drop off) your completed document at our Sacramento office. The $15.00

counter drop off fee provides priority service over documents submitted by mail. The special

handling fee is not refundable whether the document is filed or rejected.

o Guaranteed Expedite Drop Off: For more urgent submissions, documents can be processed

within a guaranteed timeframe for a non-refundable fee in lieu of the counter drop off fee. For

detailed information about this faster processing service through our Preclearance and Expedited

Filing Services, go to www.sos.ca.gov/business/be/service-options.

o Counter and guaranteed expedite services are available only for documents delivered in person

(drop off) to our Sacramento office.

Copies: Upon filing, we will return one (1) plain copy of your filed document for free, and will certify the copy

upon request and payment of a $5 certification fee. To obtain additional copies or certified copies of the filed

document, include payment for copy fees and certification fees at the time the document is submitted.

Additional copy fees are $1.00 for the first page and $.50 for each attachment page. For certified copies, there

is an additional $5.00 certification fee, per document.

Payment Type: Check(s) or money orders should be made payable to the Secretary of State. Do not send

cash by mail. If submitting the document in person in our Sacramento office, payment also may be made by

credit card (Visa or MasterCard).

Processing Times: For cur

rent processing times, go to www.sos.ca.gov/business/be/processing-times.

AMDT-STK-NA Instructions (EST 09/2016) 2016 California Secretary of State

www.sos.ca.gov/business/be

If you are not completing this form online, please type or legibly print in black or blue ink. Complete the

Certificate of Amendment of Articles of Incorporation (Form AMDT-STK-NC) as follows:

Item Instruction Tips

1. Enter the name of the corporation

exactly as it currently

appears on file

with the California Secretary of State,

including the entity ending, if any

(ex: “ABC Corporation” or “Smith

Construction Company”).

Enter the name of the corporation before the name change.

That is the name currently of record with the California

Secretary of State.

2. If known, enter the 7-digit corporate file

number issued to the corporation by

the California Secretary of State.

not known, leave Item 2 blank and

proceed to Item 3a.

• The 7-digit corporate file number is provided by the

California Secretary of State above the file stamp at the

top of the corporation’s registration document filed with

the California Secretary of State.

• To ensure you have the correct file number and exact

name of the corporation, look to your registration

document filed with the California Secretary of State and

any name change amendments.

• Secretary of State Records can be accessed online

through our Business Search at

BusinessSearch.sos.ca.gov. While using the Business

Search, be sure to identify your corporation correctly

including the jurisdiction that matches your corporation.

Active corporations, inactive corporations and

corporations from foreign jurisdictions registered with our

office may have the same or similar name.

3a. Enter the

specific provision being

amended by the number, letter, or

other designation assigned to the

provision in the Articles of

Incorporation being amended (i.e., “I,”

“FIRST” or “A”).

• If the article provision being amended was not assigned a

designation, write “see attached” in Item 3 and on only one

side of a standard letter-sized piece of paper (8 ½” x 11”)

clearly marked as an attachment to Item 3 of Form

AMDT-STK-NA, quote the present language of the existing

provision AND

the provision as amended by this filing.

The provision as amended by this filing should read as

follows:

The article provision setting forth the name of the

corporation is amended to read as follows:

The name of the corporation is

_____________________

• All attachments are part of Form AMDT-STK-NA.

3b.

Enter the proposed new corporation

name.

• For general corporate name requirements and restrictions

or for information on

reserving a corporation name

prior t

o submitting Form AMDT-STK-NA

, go to

www.sos.ca.gov/business/be/name-availability.

• A name reservation is not required to submit Form

AMDT-STK-NA.

• A preliminary search of corporation names already of

record can be made online through our Business Search

at BusinessSearch.sos.ca.gov.

Please note: The

Business Search is not intended to serve as a name

availability search. For information on checking or

reserving a name, refer to the name availability link

above.

AMDT-STK-NA Instructions (EST 09/2016) 2016 California Secretary of State

www.sos.ca.gov/business/be

4a. This statement should not be altered.

• This certificate must be approved by at least a majority of

the corporation’s directors.

4b.

Check the box next to the applicable

statement.

Only one box may be

checked.

If the first box is checked,

enter the total number of the

corporation’s outstanding shares.

•

If the first box is checked, the amendment must be

approved by the affirmative vote

of a majority of the

outstanding shares or such greater proportion as may be

required by the corporation’s articles of incorporation or

bylaws.

5. The name change amendment must

be dated, signed and verified by two

corporate officers as provided in

Section 173 and 193.

Generally, the corporation’s president

and secretary sign.

• Verification requires a statement under penalty of perjury

that the information is true and correct of the signor’s own

knowledge.

• If the name change amendment will be signed by officers

other than the President and Secretary, you may alter the

officer titles on the form.

• Pursuant to Section 173, the name change amendment

must be dated, signed and verified by the corporation’s

chairperson of the board, president or any vice president

and by the secretary, chief financial officer, treasurer or

any assistant secretary or assistant treasurer.

Mail Submission Cover Sheet (Optional): To make it easier to receive communication related to this

document, including receipt of the copy of the filed document, complete the Mail Submission Cover Sheet. For

the Return Address: enter the name of a designated person and/or company and the corresponding mailing

address. Please note the Mail Submission Cover Sheet will be treated as correspondence and will not be made

part of the filed document.

Where to File: Completed forms along with the applicable fees, if any can be mailed to Secretary of State,

Business Entities Filings Unit, P.O. Box 944260, Sacramento, CA 94244-2600 or delivered in person (drop off)

to the Sacramento office, 1500 11th Street, 3rd Floor, Sacramento, CA 95814. This form is filed only in the

Sacramento office.

Legal Authority: General statutory filing provisions are found in Sections 900-908. All statutory references are

to the California Corporations Code, unless otherwise stated.

AMDT-STK-NA Instructions (EST 09/2016) 2016 California Secretary of State

www.sos.ca.gov/business/be

Secretary of State

Business Programs Division

Business Entities, P.O. Box 944260, Sacramento, CA 94244-2600

Mail Submission Cover Sheet

Instructions:

• Complete and include this form with your submission. This information only will be used to communicate with you

in writing about the submission. This form will be treated as correspondence and will not be made part of the filed

document.

• Make all checks or money orders payable to the Secretary of State.

• Do not include a $15 counter fee when submitting documents by mail.

• Standard processing time for submissions to this office is approximately 5 business days from receipt. All

submissions are reviewed in the date order of receipt. For updated processing time information, visit

www.sos.ca.gov/business/be/processing-times.

Optional Copy and Certification Fees:

• If applicable, include optional copy and certification fees with your submission.

• For applicable copy and certification fee information, refer to the instructions of the specific form you are submitting.

Contact Person: (Please type or print legibly)

First Name:

__________________________________________________ Last Name: _______________________________________________

Phone (optional): ______________________________________________

Entity Information: (Please type or print legibly)

Name:

__________________________________________________________________________________________________________________

Entity Number (if applicable): _____________________________________

Comments:

_____________________________________________________________________________________________________________

Return Address: For written communication from the Secretary of State related to this document, or if

purchasing a copy of the filed document enter the name of a person or company and the mailing address.

Name:

 

Company:

Address:

City/State/Zip:  

Secretary of State Use Only

T/TR:

AMT REC’D: $

Doc Submission Cover - Corp (Rev. 09/2016)

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Secretary of State

Certificate of Amendment of

Articles of Incorporation

Name Change Only - Stock

AMDT-

STK-NA

This Space For Office Use Only

IMPORTANT — Read Instructions before completing this form.

Filing Fee

–

$30.00

Copy Fees

–

First Page $1.00 & .50 for each attachment page;

Certification Fee

–

$5.00

1. Corporation Name (Enter the exact name of the corporation as it currently is

recorded with the California Secretary of State.)

2. 7-Digit Se

cretary of State File Number

3. New Corporation Name

Item 3a: Enter the number, letter or other designation assigned to the provision in the Articles of

Incorporation being amended (e.g., “I,” “First,” or “A”). See Instructions if the provision in the

Articles of Incorporation being amended does not include a number, letter, or other designation.

Any attachment is made part of this document.

Item 3b: Enter the new corporate name.

3a. Article _____________ of the Articles of Incorporation is amended to read as shown in Item 3b below:

3b. The name of the corpor

ation is

______________________________________________________________________________

_____________________________________________________________________________________________________________

4. Approval Statements

4a. The Board of Directors has approved the amendment of the Articles of Incorporation.

4b. Shareholder approval was (check one):

By the required vote of shareholders in accordance with California Corporations Code section 902. The

total number of outstanding shares of the corporation is

__________________________ . The number of shares

voting in favor of the amendment equaled or exceeded the vote required. The percentage vote required

was more than 50%.

Not required because the corporation has no outstanding shares.

Read, sign and date below (See instructions for signature requirements. Note: Both lines must be signed.)

We declare

under penalty of perjury under the laws of the State of California that the matters set forth herein are true

and correct of our own knowledge and we are authorized by California law to sign.

_____________________ _______________________________________________ _________________________________________

Date Signature Type or Print Name of President

_____________________ _______________________________________________ _________________________________________

Date Signature Type or Print Name of Secretary

AMDT-STK-NA (EST 09/2016) 2016 California Secretary of State

www.sos.ca.gov/business/be

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