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Certificate of Amendment to the Articles of Incorporation (Michigan)

This form amends the articles of incorporation for use by Domestic Profit and Nonprofit Corporations in Michigan. The form provided here is simply a sample of what the actual Form 515 looks like.

MICHIGAN DEPARTMENT OF CONSUMER & INDUSTRY SERVICES
BUREAU OF COMMERCIAL SERVICES

This document is effective on the date filed, unless a subsequent effective date within 90 days after received date is stated in the document.

Name: __________________________

Address: __________________________

City: __________________________

State: __________________________

Zip Code: __________________________

Document will be returned to the name and address you enter above.

If left blank document will be mailed to the registered office.

CERTIFICATE OF AMENDMENT TO THE ARTICLES OF INCORPORATION
For use by Domestic Profit and Nonprofit Corporations

Pursuant to the provisions of Act 284, Public Acts of 1972 (profit corporations), or Act 162, Public Acts of 1982 (nonprofit corporations), the undersigned corporation executes the following Certificate:

1. The present name of the corporation is: __________________

2. The identification number assigned by the Bureau is: __________________

3. Article ____________ of the Articles of Incorporation is hereby amended to read as follows: _________________________

4. (For amendments adopted by unanimous consent of incorporators before the first meeting of the board of directors or trustees.)

The foregoing amendment to the Articles of Incorporation was duly adopted on the ______________ day of ______________, ___________, in accordance with the provisions of the Act by the unanimous consent of the incorporator(s) before the first meeting of the Board of Directors or Trustees.

Signed this _____________ day of _________________, _______________

__________________________ (Signature)

__________________________ (Signature)

__________________________ (Type or Print Name)

__________________________ (Type or Print Name)

5. (For profit and nonprofit corporations whose Articles state the corporation is organized on a stock or on a membership basis.)

The foregoing amendment to the Articles of Incorporation was duly adopted on the__________________ day of _________________, _______________ by the shareholders if a profit corporation, or by the shareholders or members if a nonprofit corporation (check one of the following)

_____ at a meeting the necessary votes were cast in favor of the amendment.

____ by written consent of the shareholders or members having not less than the minimum number of votes required by statute in accordance with Section 407(1) and (2) of the Act if a nonprofit corporation, or Section 407(1) of the Act if a profit corporation. Written notice to shareholders or members who have not consented in writing has been given. (Note: Written consent by less than all of the shareholders or members is permitted only if such provision appears in the Articles of Incorporation.)

____ by written consent of all the shareholders or members entitled to vote in accordance with section 407(3) of the Act if a nonprofit corporation, or Section 407(2) of the Act if a profit corporation.

____ by the board of a profit corporation pursuant to section 611(2).

Profit Corporations

Signed this___________________ day of __________________, __________

By _______________________ (Signature of an authorized officer or agent)

_________________________________ (Type or Print Name)

Non-Profit and Professional Service Corporations

Signed this___________________ day of __________________, __________

By _______________________ (Signature of President, Vice-President, Chairperson or Vice-Chairperson)

_________________________________ (Type or Print Name)

6. (For a nonprofit corporation whose Articles state the corporation is organized on a directorship basis.)

The foregoing amendment to the Articles of Incorporation was duly adopted on the ______________ day of __________________, _________ by the directors of a nonprofit corporation whose articles of incorporation state it is organized on a directorship basis (check one of the following) at a meeting the necessary votes were cast in favor of the amendment. by written consent of all directors pursuant to Section 525 of the Act.

Signed this _______________ day of ____________________, _______________

By ________________________ (Signature of President, Vice-President, Chairperson or Vice-Chairperson)

_________________________________ (Type or Print Name)

_________________________________ (Type or Print Name)

Name of person or organization remitting fees: ___________________________

Preparer's name and business telephone number: _________________________________

(________)_________________________


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INSTRUCTIONS FOR FILLING OUT THIS FORM
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1. The amendment cannot be filed until this form, or a comparable document, is submitted.

2. Submit one original of this document. Upon filing, the document will be added to the records of the Bureau of Commercial Services. The original will be returned to your registered office address, unless you enter a different address in the box on the front of this document.

Since this document will be maintained on electronic format, it is important that the filing be legible. Documents with poor black and white contrast, or otherwise illegible, will be rejected.

3. This Certificate is to be used pursuant to the provisions of section 631 of Act 284, P.A. 1972 or Act 162, P.A. of 1982, for the purpose of amending the Articles of Incorporation of a domestic profit corporation or nonprofit corporation. Do not use this form for restated articles.

4. Item 2 - Enter the identification number previously assigned by the Bureau. If this number is unknown, leave it blank.

5. Item 3 - The article(s) being amended must be set forth in its entirety. However, if the article being amended is divided into separately identifiable sections, only the sections being amended need be included.

6. For nonprofit charitable corporations, if an amendment changes the term of existence to other than perpetual, Attorney General Consent should be obtained at the time of dissolution. Contact Michigan Attorney General, Consumer Protection and Charitable Trusts Division at (517) 873-1152.

7. This document is effective on the date endorsed "filed" by the Bureau. A later effective date, no more than 90 days after the date of delivery, may be stated as an additional article.

8. Signatures:

Profit Corporations:
1) Item 4 must be signed by at least a majority of the Incorporators listed in the Articles of Incorporation.
2) Item 5 must be signed by an authorized officer or agent of the corporation.

Professional Service Corporations:
1) Item 4 must be signed by all of the incorporators listed in the Articles of Incorporation.
2) Item 5 must be signed by either the president, vice-president, chairperson or vice-chairperson.

Nonprofit Corporations:
1) Item 4 must be signed by all of the incorporators listed in the Articles of Incorporation.
2) Item 5 or 6 must be signed by either the president, vice-president, chairperson or vice-chairperson.

9. NONREFUNDABLE FEE: Make remittance payable to the State of Michigan. Include corporation name and identification number on check or money order ................................................... $10.00

ADDITIONAL FEES DUE FOR INCREASED AUTHORIZED SHARES OF PROFIT CORPORATIONS ARE:

each additional 20,000 authorized shares or portion thereof ........................... $30.00
maximum fee per filing for first 10,000,000 authorized shares ................. $5,000.00
each additional 20,000 authorized shares or portion thereof in excess of 10,000,000 shares ......................................... $30.00
maximum fee per filing for authorized shares in excess of 10,000,000 shares .......................................... $200,000.00

To submit by mail:
Michigan Department of Consumer & Industry Services
Bureau of Commercial Services
Corporation Division
7150 Harris Drive
P.O. Box 30054
Lansing, MI 48909

To submit in person:
6546 Mercantile Way
Lansing, MI
Telephone: (517) 241-6400
Fees may be paid by VISA or Mastercard when delivered in person to our office.

MICH-ELF (Michigan Electronic Filing System):
First time users: Call (517) 241-6420 or visit our website at https://www.cis.state.mi.us/bcs/corp/
Customer with MICH-ELF Filer Account: Send document to (517) 241-9845.

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