Articles of Amendment (North Carolina)
This form is to amend articles of incorporation from a business corporation to a professional corporation in North Carolina. The form provided here is simply a sample of what the actual Form B-11 looks like.
State of North Carolina
Department of the Secretary of State
CORPORATIONS DIVISION
P. O. BOX 29622
RALEIGH, NC 27626-0622
ARTICLES OF AMENDMENT
(Conversion of Business Corporation to Professional Corporation)
Pursuant to § 55-10-06 and § 55B-4 of the General Statutes of North Carolina, the undersigned business corporation hereby submits the following Articles of Amendment for the purpose of amending its Articles of Incorporation to convert to a professional corporation.
1. The name of the corporation is: ___________________________
2. The Articles of Incorporation of the corporation are amended to provide as follows:
a. The undersigned business corporation incorporated pursuant to Chapter 55 of the General Statutes of North Carolina is hereby converted to a professional corporation within the provisions and meaning of the Professional Corporation Act, Chapter 55B of the North Carolina General Statutes.
b. The purpose of the corporation shall be to render the following personal service(s):
______________________________________
3. The text of any additional amendments are as follows (State below or attach):
______________________________________
______________________________________
4. 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, are as follows:
______________________________________
______________________________________
5. Attached are certifications by the appropriate licensing boards that the ownership of the shares of stock of the corporation is in compliance with the requirements of N.C.G.S. § 55B-4(2) and N.C.G.S. § 55B-6.
6. The date of adoption of each amendment was as follows:
______________________________________
7. (Check either a, b, c, or d, whichever is applicable)
a. ____ The amendment(s) was (were) duly adopted by the incorporators prior to the issuance of shares.
b. ____ The amendment(s) was (were) duly adopted by the board of directors prior to the issuance of shares.
c. ____ The amendment(s) was (were) duly adopted by the board of directors without shareholder action as shareholder action was not required because (set forth a brief explanation of why shareholder action was not required)
______________________________________
______________________________________
d. ____ The amendment(s) was (were) approved by shareholder action, and such shareholder approval was obtained as required by Chapter 55 of the North Carolina General Statutes.
8. These articles will be effective upon filing, unless a delayed time and date not later than 90 days after the date of filing is specified:
______________________________________
This the ______day of________________________, 20____
___________________________________________________________
Name of Corporation
___________________________________________________________
Signature
___________________________________________________________
Type or Print Name and Title
NOTES:
1. Filing fee is $50. One executed original and one exact or conformed copy of this application must be filed with the Secretary of State.
2. This form may only be used by a business corporation formed pursuant to Chapter 55 of the North Carolina General Statutes amending its Articles of Incorporation for the purpose of converting to a professional corporation formed pursuant to Chapter 55B of the North Carolina General Statutes.
3. You may be required by the rules of the above-referenced licensing board(s) to file a photocopy of this document with the board(s). Please direct inquiries on this issue to that board(s).
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INSTRUCTIONS FOR FILLING OUT THIS FORM
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Item 1 Enter the complete corporation name exactly as it appears in the records of the Secretary of State.
Item 2
a. See form.
b. Designate the personal services to be rendered by the professional corporation. (See N.C.Gen. Stat. § 55B-4(4).)
Item 3 See form.
Item 4 If provisions for implementing the amendment are contained in the amendment or not required, enter N/A or NONE in the space provided.
Item 5 See form.
Item 6 Enter the date(s) the amendment(s) was (were) adopted.
Item 7 Select the appropriate method of adoption for the amendment(s) from those listed.
Item 8 The document will be effective on the date and at the time of filing, unless a delayed date or an effective time (on the day of filing) is specified. If a delayed effective date is specified without a time, the document will be effective at 11:59:59 p.m. Raleigh, North Carolina time on the day specified. If a delayed effective date is specified with a time, the document will be effective on the day and at the time specified. A delayed effective date may be specified up to and including the 90th day after the day of filing.
Date and Execution
Enter the date the document was executed.
In the blanks provided enter:
• The name of the corporation as it appears in Item 1
• The signature of the representative of the corporation executing the document (may be the chairman of the board of directors or any officer of the corporation).
• The name and title of the above-signed representative.