These instructions are not intended to substitute nor replace the advice of legal counsel. This guide-sheet
is intended to provide you with information about how to amend Articles of Incorporation for Profit and
Nonprofit Corporations.
Profit Corporation Articles of Amendment (U.C.A. Section 16-10a-1006):
a. Indicate the name of the corporation.
b.
Provide the text of the amendm
ent.
c.
If applicable, indicate the provisions for implementing the exchange, reclassificati
on or cancellation of issued
shares IF not contained in the a
mendmen
t itself.
d.
Indicate the date of the am
endment's adoption.
e.
If the amendment was adopted by the board of directors or incorporators withou
t shareholder approval, a
state
ment to that effect and that shareholder approval
was not required.
f.
If the amendment was approved by the shareholders:
1. Indicate by voting
group, the number of outstanding shares, the number of votes entitled to be
cast and
the number of votes indisputably represented; and
2. Indicate by voting group, the total number of votes cast for and against the amen
dment or the total
num
ber of undisputed votes cast and a statement that the number of votes cast for the amendm
ent was
sufficient for approval.
g.
Provide the signature of an authorized corporate officer to the Articles of Amendment
.
Nonprofit Corporations (U.C.A. Section 16-6a-1005):
a. Indicate the name of the corporation.
b.
Provide the text of the amendm
ent.
c.
Indicate the date of the amendment's adoption.
d.
If the amendment was adopted by the board of directors or incorporators without member(s) approval, a s
tatement
to that effect and that m
ember approval
was not required.
e.
If the amendment was approved by the memb
er(s):
1.
Statement that the number of votes cast for the amendment by the memb
ers or by each voting group
entitled to vote separately on the amendment was sufficient for approval.
2.
If approval was not obtained by a member(s), the board of directors, or the incorporator(s) a statem
ent
that the approval was obtained must be included.
f. Provide the signature of an authorized corporate officer to the Articles of Amendment
.
Where to file: You may file two sets of copies if mailing or faxing, three copies if in person, of the type
written or computer generated Articles of Amendment. Please include the non-refundable processing fee of
$17.00 for Nonprofit Corporations and $37.00 for Profit Corporations with your Articles of Amendment.
Means of payment are: cash, check, or money order made payable to the "State of Utah". If you are faxing you
must include, on a cover sheet, the number of a Visa, MasterCard, or American Express with the date of
expiration & CVV #.
State of Utah
DEPARTMENT OF COMMERCE
Division of Corporations & Commercial Code
How to Amend Your Articles of Incorporation
Under GRAMA {63G-2-20
1}, all registration information maintained by the Division is classified as public record. For confidentiality purposes, you
may use the business entity physical
address rather than the residential or private address of any individual affiliated with the entity.
www.corporations.utah.gov
Mailing/Faxing Information:
www.corporations.utah.gov/contactus.html
