Articles of amendment

Articles of amendment
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Articles of amendment is a document submitted to effect and implement modifications in previously submitted articles of association or articles of incorporation. It should be noted that the needed information must be provided to the commission by a corporation that amends its corporate articles[1].

When to file Article of Amendment

The Article of Amendment should be filed in the following situations[2]:

  • changing the corporation's name,
  • changing the province of registered office,
  • making changes regarding directors.

Amendment to Articles of Organization

An amendment to Articles of Organization should include[3]:

  • Organization name and place,
  • Date of amendment,
  • Number of Article being amended,
  • A statement that the article cited is being amended,
  • Amendment,
  • A declaration that other parts of the articles remain in operation and effect,
  • Member names and signatures.

Legal obligations to shareholders

Usually, the incorporators or directors sign articles of amendment. These articles mention the corporation's name, the reform, the date it was implemented, and a declaration that it was done before any shares were issued. If the amendment is made after the issuing of shares, then the relevant officers must also sign the articles of amendment. If the change affects the remaining shares, a statement describing how the change will take place must be included[4].

Articles of Amendment in West Virginia

West Virginia Code defines articles of amendment as follows[5]:

"A. A corporation amending its articles of incorporation shall deliver to the commission for filing articles of amendment setting forth:

1. The name of the corporation.

2. The text of each amendment adopted.

3. If an amendment provides for an exchange, reclassification or cancellation of issued shares, provisions for implementing the amendment if not contained in the amendment itself.

4. The date of each amendment's adoption.

5. If an amendment was adopted by the incorporators or board of directors without shareholder action, a statement to that effect and that shareholder action was not required.

6. If an amendment was approved by the shareholders:

(a) The designation of outstanding shares, number of outstanding shares, number of votes entitled to be cast by each voting group entitled to vote separately on the amendment and number of votes of each voting group indisputably represented at the meeting.

(b) Either the total number of votes cast for and against the amendment by each voting group entitled to vote separately on the amendment or the total number of undisputed votes cast for the amendment by each voting group and a statement that the number cast for the amendment by each voting group was sufficient for approval by that voting group.

B. Within sixty days after the commission approves the filing, either of the following must occur:

1. A copy of the articles of amendment shall be published. An affidavit evidencing the publication may be filed with the commission.

2. The commission shall input the information regarding the approval into the database as prescribed by section 10-130."

Footnotes

  1. Moye J. E. (2004), pg. 521
  2. Borden A. M., Yunis J. A (2019), pg. 12 - 37
  3. Boulay D. M., Warda M (2002), pg. 79 - 83
  4. Martin A. R. (2010), pg. 123 - 125
  5. WV Code § 31D-10-1006 (2017)

References

Author: Agnieszka Krztoń