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

Asked almost 2 years 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. 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. 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. 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.

Related Topics

Incorporating a small business

Incorporation is the act of forming a corporation, a separate legal entity whose rights and liabilities are distinct from its shareholders.


Business law covers topics such as business structures, common documents, business taxes and finances, insurance, real estate, and government regulations.

Can't find what you're looking for? Ask a Lawyer

Get free answers from experienced attorneys.


Ask now

35,137 answers this week

3,786 attorneys answering

Ask a Lawyer

Get answers from top-rated lawyers.

  • It's FREE
  • It's easy
  • It's anonymous

35,137 answers this week

3,786 attorneys answering