AMDT-Stock

Secretary of State

Business Programs Division

Business Entities

1500 11th Street, Sacramento, CA 95814

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

For fastest service, file online at bizfileOnline.sos.ca.gov.

• Complete and include this form with your paper submission. This form will not be made part of

the filed document.

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

• In-person submissions (excluding Statements of Information): $15 special handling fee. Do not

include a $15 special handling fee when submitting documents by mail.

• All submissions are reviewed in the date order of receipt, with online submissions given priority.

For updated processing time information, visit www.sos.ca.gov/business/be/processing-dates.

• To obtain a certified copy, include certification fees with your submission.

Contact Person (Please type or print legibly):

First Name:

Last Name:

Phone Number:

Entity Information (Please type or print legibly):

Entity Name:

Entity Number (if applicable):

Comments:

Submission Cover Sheet (REV 03/2024)

Note: All correspondence related to your submission will be

sent to the name and address on your check or money order.

Email:

Instructions:

Business Entities Submission Cover Sheet

Clear Form

Print Form

AMDT- Stock Information (Rev. 05/2022)

2022 California Secretary of State

bizfileOnline.sos.ca.gov

Amendment of

California Stock Corporations

To amend (change, add or delete) provisions contained in the Articles of Incorporation, it is

necessary to prepare and file with the California Secretary of State a Certificate of Amendment

of Articles of Incorporation in compliance with California Corporations Code sections

900-910.

A sample meeting statutory requirements for most filings is attached. The sample may be

used as a guide when preparing documents by making modifications as necessary to meet the

specific needs of the amending corporation. Please refer to the above referenced California

Corporations Code sections prior to modification.

Fees

The fee for filing a Certificate of Amendment is $30.00. In addition to the filing fee, there is a

non-refundable $15.00 special handling fee for processing documents delivered in

person (drop off) at the Sacramento office. The preclearance and/or expedited filing of a

document within a guaranteed time frame can be requested for an additional non-refundable

fee in lieu of the special handling fee. For detailed information about preclearance

and expedited filing services, go to www.sos.ca.gov/business/be/service-options. The

special handling fee or preclearance and expedited filing services are not applicable to

documents submitted by mail. Check(s) should be made payable to the Secretary of State.

For current processing dates, go to www.sos.ca.gov/business/be/processing-dates.

Copies

Upon filing, we will return one (1) uncertified copy of your filed document for free, and will

certify the copy upon request and payment of a $5.00 certification fee.

Submission Cover Sheet (Optional)

Complete and include with your paper submission. This information will be used to communicate

with you about the submission, if needed. This submission cover sheet will be treated as

correspondence and will not be made part of the filed document.

Amendment of California Stock 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

900 - 910 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 as required by Corporations

Code section 1502. Go to bizfileOnline.sos.ca.gov to file a Statement of Information.

• 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), and the Entity

(File) Number issued to the corporation by the California Secretary of State at the time or

registration.

• 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 - if the corporation has issued shares, the certificate must include a statement

that the amendment has been approved by the required vote of the shareholders in

accordance with California Corporations Code section 902. The statement of shareholder

approval must indicate the total number of outstanding (issued) shares entitled to vote with

respect to the amendment, set forth the percentage vote required and state that the number of

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

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

2205.) 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 bizfileOnline.sos.ca.gov.

AMDT- Stock Instructions (Rev. 05/2022)

2022 California Secretary of State

bizfileOnline.sos.ca.gov

Sample

Certificat

e of Amendment

of Articles of Incorporation

The undersigned certify that:

1. They are the president and the secretary, respectively, of (NAME OF

CORPORATION)__, a California corporation, with California Entity

Number (SECRETARY OF STATE ENTITY NUMBER).

2. Article (INSERT CORRECT DESIGNATION) of the Articles of

Incorporation of this corporation is amended to read as follows:

(HERE TYPE THE ARTICLE PROVISION AS AMENDED)

3. The foregoing amendment of Articles of Incorporation has been duly

approved by the board of directors.

4. The foregoing amendment of Articles of Incorporation has been duly

approved by the required vote of shareholders in accordance with Section

902, California Corporations Code. 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%.

4. The corporation has issued no shares.

We further declare under penalty of perjury under the laws of the State of

California that the matters set forth in this certificate are true and correct of

our own knowledge.

DATE:

(Signature of President)

(Typed Name of President), President

(Signature of Secretary)

(Typed Name of Secretary), Secretary

AMDT-Stock Sample (Rev. 05/2022)

2022 California S

ecretary of State

bizfileOnline.

sos.ca.gov

NOTE

Use only one of

the #4 statements

DO NOT USE

BOTH

STATEMENTS