Instructions For Amendment Of California Nonprofit Corporations/certificate Of Amendment Of Articles Of Incorporation Sample Page 3
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4Amendment of California Nonprofit Corporations
Instructions
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
(consumer 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 initial agent for service of process. The
proper method of changing the records of this office to reflect the current name and/or address of
the agent for service of process is to file a Statement of Information (Form SI-100) as required by
Corporations Code section
6210
(public benefit corporations), section
8210
(mutual benefit
corporations), section
9660
(religious corporations) or section
12570
(consumer cooperative
corporation). To get Form SI-100, go to
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
statement.
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 at kepler.sos.ca.gov.
California Secretary of State
AMDT- Nonprofit Instructions (Rev. 01/2013)
(916) 657-5448
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