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Certificate Of Amendment By Shareholders Or Members Form. This is a Ohio form and can be use in Corporations Secretary Of State.
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Tags: Certificate Of Amendment By Shareholders Or Members, 541, Ohio Secretary Of State, Corporations
Expedite this Form: (Select One)
Prescribed by:
The Ohio Secretary of State
Central Ohio: (614) 466-3910
Toll Free: 1-877-SOS-FILE (1-877-767-3453)
Mail Form to one of the Following:
Yes
PO Box 1390
Columbus, OH 43216
*** Requires an additional fee of $100 ***
www.sos.state.oh.us
e-mail: busserv@sos.state.oh.us
No
Certificate of Amendment by
Shareholders or Members
(Domestic)
Filing Fee $50.00
(CHECK ONLY ONE (1) BOX)
(1) Domestic for Profit
PLEASE READ INSTRUCTIONS
Amended
Amendment
(122-AMAP)
PO Box 1028
Columbus, OH 43216
Amendment/Rest
(2) Domestic Nonprofit
Amended
Amendment
(126-AMAN)
(128-AMD)
(125-AMDS)
Complete the general information in this section for the box checked above.
Name of Corporation
Charter Number
Name of Officer
Title
Please check if additional provisions attached.
The above named Ohio corporation, does hereby certify that:
A meeting of the
shareholders
directors ( nonprofit amended articles only)
members was duly called and held on
(Date)
at which meeting a quorum was present in person or by proxy, based upon the quorum present, an affirmative
% as the voting power of the corporation.
vote was cast which entitled them to exercise
In a writing signed by all of the
shareholders
directors (non-profit amended articles only)
members who would be entitled to the notice of a meeting or such other proportion not less than a majority as the
articles of regulations or bylaws permit.
Clause applies if amended box is checked.
Resolved, that the following amended articles of incorporations be and the same are hereby adopted to supercede
and take the place of the existing articles of incorporation and all amendments thereto.
541
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Last Revised: May 2002
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All of the following information must be completed if an amended box is checked.
If an amendment box is checked, complete the areas that apply.
FIRST:
The name of the corporation is:
SECOND: The place in the State of Ohio where its principal office is located is in the City of:
(city, village or township)
THIRD:
(county)
The purposes of the corporation are as follows:
FOURTH: The number of shares which the corporation is authorized to have outstanding is:
(Does not apply to box (2))
REQUIRED
Must be authenticated
(signed) by an authorized
representative
(See Instructions)
Date
Authorized Representative
(Print Name)
Authorized Representative
Date
(Print Name)
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Last Revised: May 2002
Instructions for Amendment by
Shareholders or Members
Follow these instructions in this section if an item in box (1) is checked.
Without limiting the generality of the authority to amend the articles, the articles may be amended to do any of the
following:
Change the name of the corporation;
Change the place in this state where its principal office is to be located;
Change, enlarge, or diminish its purpose or purposes;
Increase or decrease the authorized number of shares of any class;
Authorized shares of a new class or classes;
Increase or decrease the par value of issued or unissued shares with par value;
Change issued or unissued shares of any class, whether with or without par value, into the same or a different
number of shares of any class with or without par value, theretofore or then authorized.
Upon the adoption of any amendment or amended articles, a certificate containing a copy of the resolution adopting
the amendment or amended articles, a statement of the manner of its adoption, shall be filed with the secretary of
state, and thereupon the articles shall be amended accordingly, any change of shares provided for in the
amendment or amended articles shall become effective, and amended articles shall supercede the existing
articles.
An amendment that changes a corporation into a nonprofit corporation shall contain a statement of purposes proper in
the case of a nonprofit corporation and a statement that, after the effective date of the amendment, the corporation
shall be subject to the provisions of the ORC relating to nonprofit corporations. In the case of a corporation formed on
or after June 9, 1927, the amendment also shall provide for the cancellation of all outstanding shares and the terms and
considerations, if any, for the cancellation. In the case of a corporation formed prior to June 9, 1927, the amendment may
provide for the cancellation of outstanding shares, but if it does not so provide, the amendment shall contain a provision
forbidding the payment of dividends or distributions on any shares after the effective date of the amendment. An
additional fee may be charged if the number of shares are being increased.
Follow these instructions in this section if an item in box (2) is checked.
The articles may be amended from time to time in any respect if the articles as amended set forth all such provisions as
are required in, and only such provisions as may properly be in, original articles filed at the time of adopting the
amendment, other than with respect to the initial directors, except that a public benefit corporation shall not amend its
articles in such manner that it will cease to be a public benefit corporation.
The director may adopt amended articles to consolidate the original articles and all previously adopted amendments to the
articles that are in force at the time, or the voting members at a meeting held for such purpose may adopt such
amended articles by the same vote as that required to adopt an amendment.
Without limiting the generality of such authority, the aritcles may be amended to:
Change the name of the corporation;
Change the place in this state where its principal office is to be located;
Change, enlarge, or diminish its purpose or purposes;
Change any provision of the articles or add any provision that may properly be included therein.
Follow these instructions in this section for Authorized Representative
If the entity is a:
Corporation - Must be signed by a corporate officer.
Non-Profit Corporation - Must be signed by officer.
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