Form Sfn 13008 - Business / Farm /professional Corporation - Articles Of Amendment Page 2
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3SFN 13008 (07-2008) Page 2
NORTH DAKOTA BUSINESS, FARM, PROFESSIONAL ARTICLES OF AMENDMENT
North Dakota business, farm, and professional corporations may amend their Articles of Incorporation as provided in North Dakota Century Code, Chapter
10-19.1.
FILING FEES:
$20. Additional fees may be required. If the corporation amends its corporate name to a name that is the same as or deceptively similar to
the name of another organization name registered with the Secretary of State. An additional $10 is required for filing each consent to use
of name.
(Checks must be payable to "Secretary of State" and must be for U.S. negotiable funds. Payment may also be made by credit card using
VISA, Master Card, or Discover.)
ATTACHMENTS:
INITIAL REPORT FOR FARMING OR RANCHING: If a business corporation is converting to a farm corporation, the Initial Report for Farming or Ranching
must be filed with the amendment. For a form, contact the Secretary of State's Office.
ANNUAL REPORT: If a business corporation, farm corporation, or professional corporation amends to another type of corporation, an annual report for the
originating corporate structure may be required. Contact the Secretary of State's Office for verification of this requirement.
ADDITIONAL REQUIREMENTS: A corporation that amends the corporate name and is the owner of a trademark or trade name, is a general partner
named in a fictitious name certificate, or is a general partner in a limited partnership or a limited liability limited partnership, or is a managing partner of a
limited liability partnership that is on file with the Secretary of State, it must change or amend the corporation's name in each registration when the corporation
files a name change amendment.
The following numbers correspond to the numbered sections on the front of this form.
1.
Provide the corporate name exactly as currently provided for in the Articles of Incorporation filed with the Secretary of State. If the name in number 1 is
not the name as registered, the name will be corrected by the Secretary of State when the document is received.
To properly maintain corporate records, the Federal ID number is requested if the corporation has one.
2.
Privacy: In compliance with N.D.C.C., Section 10-19.1-149.1, social security or Federal ID numbers are not disclosed to the public. They are used by
the Secretary of State to maintain accurate corporate files. Therefore, while voluntary disclosure is requested, failure to do so will not result in rejection
of the document.
The telephone number of the corporation's principal executive office is required.
3.
Provide the complete physical and mailing address of the corporation's principal executive office wherever located. This address cannot be only a post
4.
office box number.
Provide a toll-free telephone number if the corporation has one.
5.
Provide the article(s) to be amended. More than one article may be amended on a single amendment form.
6.
CORPORATE NAME: If the corporate name is being changed, the name must be in the English language or in any other language expressed in English
letters or characters. The name of a business corporation must include the word "company", "corporation", "incorporated", "limited", or an abbreviation
of one of these. The name of a professional corporation must include the word "chartered", "limited", or the words "professional corporation",
"professional association", or an abbreviation of one of these.
The name may not be the same as, or deceptively similar to, any corporate name, limited liability company name, trade name, limited partnership name,
limited liability limited partnership name, or a name that is in any manner reserved with the Secretary of State.
The name may not include such words as "bank", "banker", "banking", "trust", or "trust company", or any other word or words of like import unless the
articles of amendment are supported by a written approval for the use from the North Dakota Department of Financial Institutions. These words are
preserved by North Dakota law for use by the Bank of North Dakota, state and national banks, and trust companIes. Contact information:
ND Department of Financial Institutions
2000 Schafer St Ste G
Bismarck, ND 58501-1204
Phone: (701) 328-9933
Email: dfi@nd.gov
Filing of the articles of incorporation with the Secretary of State provides protection of the corporate name in North Dakota. However; if a
mark is registered with the Patent and Trademark Office in Washington, D.C., the federal registration may supersede the protection
afforded by state law.
COMMERCIAL OR NONCOMMERCIAL REGISTERED AGENT: A corporation must continuously maintain a commercial or noncommercial
registered agent. If an alternate commercial or noncommercial registered agent is being appointed, or if the address of the noncommercial
registered agent is being changed, the change can be reflected on this amendment.
A commercial registered agent must be registered as a commercial registered agent with the North Dakota Secretary of State. The appointed agent
can verify their status as a commercial registered agent from their acknowledged filing and from the list of commercial registered agents maintained
on the Secretary of State's website at
A noncommercial registered agent may be one of the following:
a) An individual residing in North Dakota,
b) A domestic or foreign corporation, or
c) A domestic or foreign limited liability company.
A corporation or limited liability company appointed as a noncommercial registered agent must be registered with the Secretary of State, be in good
standing, and have a business address in North Dakota. If a corporation or limited liability company is named as a noncommercial registered agent,
provide the "correct" name of the organization.
(continued)
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