Last updated: 7/30/2019
Certificate Of Amendment (For Profit Domestic Corporation) {540}
Start Your Free Trial $ 17.99What you get:
- Instant access to fillable Microsoft Word or PDF forms.
- Minimize the risk of using outdated forms and eliminate rejected fillings.
- Largest forms database in the USA with more than 80,000 federal, state and agency forms.
- Download, edit, auto-fill multiple forms at once in MS Word using our Forms Workflow Ribbon
- Trusted by 1,000s of Attorneys and Legal Professionals
Description
Page 1 of 4Form 540Last Revised: 06/2019 Toll Free: 877.767.3453 | Central Ohio: 614.466.3910 OhioSoS.gov | business@OhioSoS.gov File online or for more information: OhioBusinessCentral.gov Filing Form Cover LetterPlease return the approval certificate to: Address: City: ZIP Code: Phone Number: E-mail Address: Check here if you would like to receive important notices via e-mail from the Ohio Secretary of State's office regarding Business Services. Check here if you would like to be signed up for our Filing Notification System for the business entity being created or updated by filing this form. This is a free service provided to notify you via e-mail when any document is filed on your business record. Please make checks or money orders payable to: "Ohio Secretary of State" Type of Service Being Requested: (PLEASE CHECK ONE BOX BELOW) Regular Service: Only the filing fee listed on page one of the form is required and the filing will be processed in approximately 3-7 business days. The processing time may vary based on the volume of filings received by our office. Expedite Service 1: By including an Expedite fee of $100.00, in addition to the regular filing fee on page one of the form, the filing will be processed within 2 business days after it is received by our office. Expedite Service 2: By including an Expedite fee of $200.00, in addition to the regular filing fee on page one of the form, the filing will be processed within 1 business day after it is received by our office. This service is only available to walk-in customers who hand deliver the document to the Client Service Center. Expedite Service 3: By including an Expedite fee of $300.00, in addition to the regular filing fee on page one of the form, the filing will be processed within 4 hours after it is received by our office, if received by 1:00 p.m. This service is only available to walk-in customers who hand deliver the document to the Client Service Center. Preclearance Filing: A filing form, to be submitted at a later date for processing, may be submitted to be examined for the purpose of advising as to the acceptability of the proposed filing for a fee of $50.00. The Preclearance will be complete within 1-2 business days. Name (Individual or Business Name): To the Attention of (if necessary): State American LegalNet, Inc. www.FormsWorkFlow.com Page 2 of 4Form 540Last Revised: 06/2019Toll Free: 877.767.3453 Central Ohio: 614.466.3910 OhioSoS.gov business@OhioSoS.gov File online or for more information: OhioBusinessCentral.gov Mail this form to one of the following: Regular Filing (non expedite) P.O. Box 1329 Columbus, OH 43216 Expedite Filing (Two business day processing time. Requires an additional $100.00) P.O. Box 1390 Columbus, OH 43216 Certificate of Amendment (For-Profit, Domestic Corporation) Filing Fee: $50 Form Must Be TypedCheck appropriate box: Amendment to existing Articles of Incorporation (125-AMDS) Amended and Restated Articles (122-AMAP) - The following articles supersede the existing articles and all amendments thereto. Name of Corporation Charter Number The articles are hereby amended by the Incorporators. Pursuant to Ohio Revised Code section 1701.70(A), incorporators may adopt an amendment to the articles by a writing signed by them if initial directors are not named in the articles or elected and before subscriptions to shares have been received. The articles are hereby amended by the Directors. Pursuant to Ohio Revised Code section 1701.70(A), directors may adopt amendments if initial directors were named in articles or elected, but subscriptions to shares have not been received. Also, Ohio Revised Code section 1701.70(B) sets forth additional cases in which directors may adopt an amendment to the articles. The articles are hereby amended by the Shareholders pursuant to Ohio Revised Code section 1701.71. The articles are hereby amended and restated pursuant to Ohio Revised Code section 1701.72. The resolution was adopted pursuant to Ohio Revised Code section 1701.70(B) (In this space insert the number 1 through 10 to provide basis for adoption.) Check one box below and provide information as required: Complete the following information: Form 540 Prescribed by: For screen readers, follow instructions located at this path. American LegalNet, Inc. www.FormsWorkFlow.com Page 3 of 4Form 540Last Revised: 06/2019 A copy of the resolution of amendment is attached to this document. Note: If amended articles were adopted, they must set forth all provisions required in original articles except that articles amended by directors or shareholders need not contain any statement with respect to initial stated capital. See Ohio Revised Code section 1701.04 for required provisions. Print Name By (if applicable) Signature Print Name By (if applicable) SignatureBy signing and submitting this form to the Ohio Secretary of State, the undersigned hereby certifies that he or she has the requisite authority to execute this document.Required Must be signed by all incorporators, if amended by incorporators, or an authorized officer if amended by directors or shareholders, pursuant to Ohio Revised Code section 1701.73(B) and (C). If authorized representative is an individual, then they must sign in the "signature" box and print their name in the "Print Name" box. If authorized representative is a business entity, not an individual, then please print the business name in the "signature" box, an authorized representative of the business entity must sign in the "By" box and print their name in the "Print Name" box. American LegalNet, Inc. www.FormsWorkFlow.com Page 4 of 4Form 540Last Revised: 06/2019Instructions for Certificate of Amendment This form should be used for a for-profit, domestic corporation to file a certificate of amendment. If you wish to file an amendment to existing Articles of Incorporation, please indicate on page one (1). This means you are changing some of the information from the Initial Articles, but you still want the Initial Articles to be valid, with these specific changes. If you wish to file amended and restated articles, please indicate on page one (1). If you file amended articles, the articles submitted will supersede the existing articles and any amendments previously filed. Note: If amended articles were adopted, amended articles must set forth all provisions required in original articles except for articles amended by directors or shareholders need not contain any statement with respect to initial stated capital. See Ohio Revised Code section 1701.04 for required provisions. Corporation Information Please provide the name of the corporation (as currently registered with our office) and the charter number assigned by our office. Statement regarding Manner and Basis for Resolution Adopting Amendments or Amended Articles Pursuant to Ohio Revised Code section 1701.73, the Certificate must state the manner in which the resolution was adopted to amend the articles, and, in the case of adoption of the resolution by incorporators or directors, a statement of the basis for such adoption shall be filed with our office. Please select the appropriate box to state the resolution was adopted by incorporators, directors or Shareholders, or to state the articles are being amended and restated. If adopted by Directors, please provide the applicable paragraph number from Ohio Revised Code section 1701.70(B) which was the basis for the adoption. Copy of the Resolution Pursuant to Ohio Revised Code section 1701.73, upon the adoption of any amendment or amended articles, a certificate containing a copy of the resolution adopting the amendment or amended articles must be filed with our office. Please attach the resolution to this Certificate on a single-sided, 8 275 x 11 sheet(s) of paper. Additional Provisions If the information you wish to provide for the record does not fit on the form, please submit additional provisions on a single-sided, 8 275 x 11 sheet(s) of paper. Signature(s) After completing all information on the filing form, please make sure that page 2 is signed by all incorporators, if amended by incorporators, or by an authorized officer, if amended by