Can you still make changes on the Articles of Incorporation? (Section 15, Revised Corporation Code)

Attorney Marie Chris Mathan discusses how the Articles of Incorporation can be changed. Since these articles act as a contract between the corporation and the state, and between the corporation and its stockholders, any amendments require permission from both the state and the stockholders.

For stock corporations, an amendment must be approved by a majority vote of the board of directors and a vote or written assent of stockholders representing at least two-thirds of the capital stock. For non-stock corporations, it requires a majority vote or written assent of the majority of the board of trustees and two-thirds of the members.

Section 15 of the Revised Corporation Code provides appraisal rights for dissenting stockholders. If they vote against an amendment, they can demand payment for the full value of their shares, essentially selling their shares back to the corporation.

To amend the Articles of Incorporation, the corporation must submit the original and amended provisions to the Securities and Exchange Commission (SEC). Amendments must be clearly indicated by underlining and certified under oath by the corporate secretary, accompanied by a director's or trustee's certificate confirming the required votes were obtained.

Amendments take effect only upon approval by the SEC. If the SEC takes no action for six months from the filing date, and the delay is not caused by the corporation, the amendments are considered effective.

Certain matters within the Articles of Incorporation cannot be amended, such as the names of incorporators, first directors, initial officers, treasurers, and witnesses. These are considered established facts. However, other details like capital stock, corporate term, name, and purpose can be amended.