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When filing a Certificate of Amendment for a Corporation, do I refer to the Articles or to the Restated Articles?

San Francisco, CA |

I filed Restated Articles last year when raising funds for my company. I would like to make a small change to the Restated Articles (change the number of shares listed). I understand that I can accomplish this by filing a Certificate of Amendment. But do I call it "Certificate of Amendment of Articles of Incorporation" or "Certificate of Amendment of RESTATED Articles of Incorporation?" Thank you for your help.

Attorney Answers 3


I would suggest you second alternative as being more accurate (but no CAPS)

The above is general legal and business analysis. It is not "legal advice" but analysis, and different lawyers may analyse this matter differently, especially if there are additional facts not reflected in the question. I am not your attorney until retained by a written retainer agreement signed by both of us. I am only licensed in California. See also terms and conditions item 9, incorporated as if it was reprinted here.

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I agree with Attorney Doland.

No legal representation exists by virtue of this answer. It is recommended that you contact an attorney directly for a more complete response.

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I agree with Mr. Doland, and I believe that any check on the Articles that are currently on file for your corporation will reference the 'Restated' Articles. For this reason, and to provide certainty as to the articles that are being changed, the Certificate should refer to the Restated Articles.

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