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

Asked over 1 year ago - 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)

  1. Michael Charles Doland

    Contributor Level 20

    3

    Lawyers agree

    Answered . 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... more
  2. Daniel Mcgraw Little

    Contributor Level 11

    3

    Lawyers agree

    Answered . I agree with Attorney Doland.

    No legal representation exists by virtue of this answer. It is recommended that you contact an attorney directly... more
  3. Peter Collins Freeman

    Contributor Level 10

    2

    Lawyers agree

    Answered . 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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