Amending Articles Of Incorporation Templates


The articles of incorporation templates are considered as the primary charter and the constitution of a corporate entity. The need for amending the articles of incorporation arises with the changing times and circumstances.

The most common need for amending the articles of incorporation arises when any new laws are passed by government authorities. Since all companies have to work in accordance with the law of the land, it becomes necessary that the articles of incorporation be amended as and when the need to do this arises.


Another common need for amending the articles of incorporation arises when any large scale changes are made in the way the organization functions. In the case of a merger with another company or when the company takes over any other company, the articles of incorporation may need to be amended.

The most common change brought about by amending the constitution of a company is that in the name of organization. Since the name of a corporation is specified in the articles of incorporation, it becomes necessary that the articles of incorporation be amended to reflect the new company name in all legal documentation.

Amending the articles of incorporation is possible by following a set procedure that conforms to the articles of incorporation law..

The procedure to amend the articles of constitution as followed in the State of Kentucky is given below. Almost every other state follows the same or a similar procedure.

The first step of amending the articles of incorporation lays down that a vote is required to bring out a certain amendment. The board of directors of the company has to follow a set procedure. Here, the board of directors shall bring out an amendment that would be laid in front of all members eligible to cast a vote. This vote may be cast in a specially arranged meeting or in the annual general body meeting. Each member, eligible to cast a vote, shall be provided a copy of the proposed amendment.

Alternatively, a summary of the proposed changes may be provided. This is to be provided in a timeframe decided by Kentucky Revised Statutes (KRS). Similarly, notification about the voting dates should also be included in the proposed amendment. The proposed amendment shall only be considered adopted, in case it gets a minimum of two-thirds of the votes of members present and voting or those who are allowed to be represented by proxies.

Where no vote is required, the proposed amendments must be laid in front of the board of directors of the company. Here, if the majority vote of the members of the board of directors is attained, the amendment shall be deemed to be passed. There is no restriction on the number of proposed amendments that can be submitted for a vote. The amendments shall than be included in the articles of incorporation, which shall be done in a defined procedure.

Amending articles of incorporation allows an organization to adapt itself according to the changing times.



How To File Articles Of Incorporation

by ryan on January 8, 2018


How To File Articles Of Incorporation

Incorporation can be very beneficial for any company. You can easily enjoy the different benefits provided by incorporation. But to do this, you must first know how to file articles of incorporation and what are articles of incorporation.

Generally, every state has it own detailed process that defines how to file articles of incorporation. However, the rough outline is the same in most of the states.


The very first step is to make a decision about the state where you want to do the incorporation. Certain states of US like Delaware and Texas are considered tax havens. The process in these states is very easy and companies also get tax holiday in them for some time. If you can, it is always recommended to file articles of incorporation in these states.

Secondly, you must decide a name for your company. It must be kept in mind that when you decide the name of your company, it has to be registered and reserved. This is necessary, because the law does not allow more than one company with same name doing the same business in the same state. If allowed, this would lead to severe complications related to trademark and other intellectual property rights. You should check for the availability of the company name you want with the concerned office. If you are lucky, the name would be available. If it is not available, you have the option to either choose an entirely different company name or a permissible variation of the company name that you want.

The third step is the preparation of the articles of incorporation. You have two options. The first is for you take the safe way. Hire a corporate lawyer and provide all the details to him. The corporate lawyer will do everything for you. He will prepare the documentation, file the papers and do all the other paperwork that is required. On the flip side, the corporate lawyer will charge you and the charge is not insignificant.

The other option is to prepare the articles of incorporation yourself. This is tricky work. You have to careful about a number of points. There are clauses, sub clauses, sections, and subsections that have to be adhered to. A small mistake can become a very big problem for your entire business. The best way is to engage a corporate lawyer in a consultative role. The lawyer would advise you as to how to file articles of incorporation. In this case, the fees of the lawyer would be much lower.

You should also refer to articles of incorporation examples and samples of articles of incorporation. They are easily available online.

The final step is the means through which you file the articles. You can file them by mail. Some states also allow you to file articles of incorporation online.

Now that you have some idea of how to file articles of incorporation, you may be able to go through the process smoothly.


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