North Carolina Proposals to Amend Restated Certificate and Bylaws with Exhibits
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FAQ
You can file by mail, online, or in person. All forms are available on the website of the Secretary of State. An amendment filing comes with a $50 fee.
The Articles of Amendment, also sometimes called a Certificate of Amendment, is a document filed with your state of incorporation (or any states in which your company has foreign qualified to transact business), to enact a specific change to the information included in your company's incorporation or qualification ...
How to Amend Articles of Incorporation Review the bylaws of the corporation. ... A board of directors meeting must be scheduled. ... Write the proposed changes. ... Confirm that the board meeting has enough members attending to have a quorum so the amendment can be voted on. Propose the amendment during the board meeting.
To amend your North Carolina articles of incorporation, you just need to submit form B-02, Articles of Amendment, Business Corporation to the North Carolina Secretary of State, Corporations Division (SOS) by mail, in person, or online. A Coversheet for Corporate Filings is required for over the counter filings.
When you need to change your North Carolina LLC's Articles of Organization, you must file an Amendment of Articles of Organization with the North Carolina Secretary of State. Filing an amendment can be done by mail, in person, or online, and costs $50.
Unless the bylaws themselves require a greater percentage of affirmative votes, 2/3 of votes cast, or a majority of the votes entitled to be cast, must agree with the amendment for it to pass. However, unlike the declaration, there is no obligation to record this with the county in NC.
Action without meeting. (a) Unless the articles of incorporation or bylaws provide otherwise, action required or permitted by this Chapter to be taken at a board of directors' meeting may be taken without a meeting if the action is taken by all members of the board.