Articles Of Amendment - Corporations (Page 2 of 3) in pdf

SDAT:Corporate Charter

GUIDELINES FOR DRAFTING ARTICLES OF AMENDMENT

This amendment is appropriate for all Maryland Corporations except Religious Corporations or

Cooperatives. This guide is designed to help you meet the legal requirements to amend a charter.

Questions addressing the merits or wording of the actual changes you are making should be discussed

with your lawyer, accountant, or financial advisor. Legal questions of a general nature cannot be answered

by the staff of this Department. You may fill in the blanks on the sample above and submit it as your

Articles of Amendment. ALL ITEMS MUST BE TYPED! Forms filled in by hand will not be accepted.

Each item listed below describes how to fill in the blanks on the sample.

(1) If this is a close corporation, insert "A CLOSE CORP." If you are unsure, refer to your charter. It will say

specifically if you are close. Otherwise, leave this line blank.

(2) Insert the exact name of the corporation. It must match our record in every way including spelling,

punctuation, abbreviation, etc. If this amendment is to change the corporate name, insert the old name

here.

(3) State the actual change here. Since this becomes part of your charter, the wording must be clear,

unambiguous, and must accurately express you intentions.

If you are adopting a new corporate name, be sure to include "INCORPORATED", "CORPORATION",

"LIMITED", "COMPANY" or an acceptable abbreviation of one of these terms.

If the amendment increases stock, it must state the number of shares and the par value of each share both

before and after this amendment.

(4) Select the option listed below that applies to your corporation. Only one of these options can apply.

*If this corporation has directors and shareholders, insert "the directors and shareholders".

*If this is a close corporation that has no directors, insert "the stockholders. This is a close corporation that

has elected to have no directors".

*If this is a corporation that has authority to issue stock, but has not yet issued any, insert "the directors.

No stock has been issued".

*If the corporation has no authority to issue stock, but has a membership entitled to vote on amendments,

insert "the directors and members".

*If the corporation has no authority to issue stock and there is no membership entitled to vote on

amendments, insert "the directors. There is not membership entitled to vote on amendments".

(5) Have the appropriate officers sign. The signature must be by different individuals unless this is a close

corporation. If this is a close corporation, be sure you have inserted "A CLOSE CORPORATION" as

indicated in item number 1.

Articles Of Amendment - Corporations Page 2