Restated Articles of Incorporation (California)
This is to restate the articles of incorporation for a nonprofit corporation in California. The form provided here is simply a sample of what the actual form looks like.
RESTATED ARTICLES OF INCORPORATION
The undersigned certify that:
1. They are the president and the secretary, respectively,
of ___(NAME OF CORPORATION)___, a California corporation.
2. The Articles of Incorporation of this corporation are amended and restated to read as follows:
(HERE TYPE THE ARTICLES AS AMENDED AND RESTATED)
3. The foregoing amendment and restatement of Articles of Incorporation has been duly approved by the board of directors.
4. The foregoing amendment and restatement of Articles of Incorporation has been duly approved by the required vote of the members.
We further declare under penalty of perjury under the laws of the State of California that the matters set forth in this certificate are true and correct of our own knowledge.
___(Signature of President)___ (Typed Name of President), President
___(Signature of Secretary)___ (Typed Name of Secretary), Secretary
A corporation may restate in a single certificate the entire text of its articles as amended by filing an officers' certificate or, in circumstances where incorporators may amend a corporation's articles pursuant to California Corporations Code Sections 5811 and 5815 (public benefit and religious corporations) and Sections 7811 and 7815 (mutual benefit corporations), a certificate signed and verified by a majority of the incorporators.
To restate the articles, it is necessary to prepare and file Restated Articles of Incorporation in compliance with California Corporations Code Section 5814 (public benefit and religious corporations) and Section 7814 (mutual benefit corporations).
A sample meeting statutory requirements for most filings is attached. The sample may be used as a guide when preparing documents by making modifications as necessary to meet the specific needs of the corporation. Please refer to the above referenced California Corporation Code Sections prior to modification.
The fee for filing Restated Articles of Incorporation is $30.00. Check(s) should be made payable to the Secretary of State.
The original and at least two copies of the certificate should be included with your submittal. The Secretary of State will certify two copies of the filed certificate without charge, provided that the copies are submitted to the Secretary of State with the original to be filed. Any additional copies submitted with the original will be certified upon request and payment of the $8.00 per copy certification fee. Nonprofit Public Benefit corporations must also include a copy of the Restated Articles of Incorporation for transmittal to the Attorney General in compliance with Corporations Code Section 5817.
Restated Articles of Incorporation are not filed in the branch offices. Documents must be mailed or hand delivered for over-the-counter processing to the Sacramento Headquarters Office at:
Business Programs Division
1500 11th Street
Sacramento, CA 95814
Attention: Document Filing Support Unit
A $15.00 special handling fee is applicable for processing documents delivered in person at the public counter in the Sacramento Headquarters Office. The $15.00 special handling fee must be remitted by separate check for each submittal and will be retained whether the documents are filed or rejected. The special handling fee does not apply to documents submitted by mail.
Preclearance or expedited filing of eligible corporate documents can be requested in a specified time frame, for an additional fee (in lieu of the $15.00 special handling fee), as described in the Preclearance/Expedited Filing Service Information. The preclearance/expedited filing service is not available in the branch offices.
PLEASE REFER TO THE CORPORATE NUMBER WHEN SUBMITTING DOCUMENTS FOR FILING TO ENSURE PROPER APPLICATION
INSTRUCTIONS FOR FILLING OUT THIS FORM
The attached sample can be used as a guide when drafting Restated Articles of Incorporation. The certificate should be typed following the instructions set forth below.
Restated Articles of Incorporation are most often made by the president and secretary of the corporation and for that reason the sample has been formatted using those officers. If the document will be signed by officers other than the president and secretary, or if the sample does not adequately cover the needs of the corporation, documents must be prepared with modifications to meet the specific requirements of the corporation. Please refer to California Corporations Code Sections 5810-5820 (public benefit and religious corporations) or Sections 7810-7820 (mutual benefit corporations) prior to modification.
NOTE: If the corporation has not yet filed a Statement by Domestic Nonprofit Corporation pursuant to Corporations Code Sections 6210, 8210 or 9660, the Restated Articles must retain the name and address of the initial agent for service of process (and of the initial directors, if included in the original Articles of Incorporation) exactly as stated in the original Articles of Incorporation. If the corporation has filed the required statement, the name and address of the initial agent for service of process (and of the initial directors, if included in the original Articles of Incorporation) must be omitted. The proper method of changing the records of this office to reflect the current name and/or address of the agent for service of process is to file the Statement by Domestic Nonprofit Corporation. The form can be downloaded from the Secretary of State's Website or can be obtained by calling the Statement of Officers Unit at (916) 657-3537.
• Paragraph 1 - must set forth the current name of the corporation exactly as the name is of record with the Secretary of State (including punctuation and abbreviations).
• Paragraph 2 - must set forth the entire text of the Articles of Incorporation, as amended.
• Paragraph 3 - must state the amendment and restatement has been approved by the board of directors.
• Paragraph 4 - must state the amendment and restatement has been approved by the required vote of the members. If the corporation has no members separate from the board of directors, member approval is not required. However, the certificate must state the corporation has no members.
DO NOT include both #4 paragraphs when preparing the certificate. Use ONLY the applicable statement.
• The certificate must be dated, signed and verified by the president and secretary. Each person's name and title should be typed directly below their respective signature. The original and at least two copies of the Restated Articles of Incorporation, together with the applicable fee(s), must be mailed or hand delivered to the Secretary of State's Office in Sacramento. Restated Articles are not filed in the branch offices. When submitting Restated Articles for a public benefit corporation, you must furnish this office with one additional copy of the certificate for transmittal to the Attorney General's Office.
To facilitate the processing of documents mailed to our office, a self-addressed envelope and a letter referencing the corporate name and number as well as your own name, return address and telephone number should also be submitted.