Articles of Amendment Law and Legal Definition

Articles of amendment is a document filed to effect and formalize changes in the previously filed articles of association or articles of incorporation. It is to be noted that, generally a corporation that amends its articles of corporation must provide the following information to the commission. Some of them are the following:

1. The name of the corporation;

2. The text of each amendment adopted;

3. The date of the adoption of each amendment.

State of Arizona defines articles of amendment as follows:

“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, a copy of the articles of amendment shall be published. An affidavit evidencing the publication may be filed with the commission”. [A.R.S. § 10-1006]