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Certificate Of Amendment By Director Or Incorporators To Articles 540 - Ohio
| Certificate Of Amendment By Director Or Incorporators To Articles Form. This is a Ohio form and can be used in Corporations Secretary Of State . |
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Form 540 Prescribed by the: Ohio Secretary of State Central Ohio: (614) 466-3910 Toll Free: (877) SOS-FILE (767-3453) www.OhioSecretaryofState.gov Busserv@OhioSecretaryofState.gov Mail this form to one of the following: Regular Filing (non expedite) P.O. Box 1329 Columbus, OH 43216 Expedite Filing (Two-business day processing time requires an additional $100.00). P.O. Box 1390 Columbus, OH 43216 Certificate of Amendment (For-Profit, Domestic Corporation) Filing Fee: $50 Check appropriate box: Amendment to existing Articles of Incorporation (125-AMDS) Amended and Restated Articles (122-AMAP) - The following articles supersede the existing articles and all amendments thereto. Complete the following information: Name of Corporation Charter Number Check one box below and provide information as required: The articles are hereby amended by the Incorporators. Pursuant to Ohio Revised Code section 1701.70(A), incorporators may adopt an amendment to the articles by a writing signed by them if initial directors are not named in the articles or elected and before subscriptions to shares have been received. The articles are hereby amended by the Directors. Pursuant to Ohio Revised Code section 1701.70 (A), directors may adopt amendments if initial directors were named in articles or elected, but subscriptions to shares have not been received. Also, Ohio Revised Code section 1701.70(B) sets forth additional cases in which directors may adopt an amendment to the articles. Please check the appropriate box below, and if necessary, insert the appropriate number to state the basis for the adoption: The resolution was adopted pursuant to Ohio Revised Code section 1701.70(B) (In this space insert the number 1 through 10 to provide basis for adoption.) The articles are hereby amended by the Shareholders pursuant to Ohio Revised Code section 1701.71. Form 540 Page 1 of 2 Last Revised: 3/16/12 American LegalNet, Inc. www.FormsWorkFlow.com A copy of the resolution of amendment is attached to this document. Note: If amended articles were adopted, they must set forth all provisions required in original articles except that articles amended by directors or shareholders need not contain any statement with respect to initial stated capital. See Ohio Revised Code section 1701.04 for required provisions. Required Must be signed by all incorporators, if amended by incorporators, or an authorized officer if amended by directors or shareholders, pursuant to Ohio Revised Code section 1701.73(B) and (C). If authorized representative is an individual, then they must sign in the "signature" box and print their name in the "Print Name" box. If authorized representative is a business entity, not an individual, then please print the business name in the "signature" box, an authorized representative of the business entity must sign in the "By" box and print their name in the "Print Name" box. Signature By (if applicable) Print Name Signature By (if applicable) Print Name Form 540 Page 2 of 2 Last Revised: 3/16/12 American LegalNet, Inc. www.FormsWorkFlow.com Instructions for Certificate of Amendment This form should be used for a for-profit, domestic corporation to file a certificate of amendment. If you wish to file an amendment to existing Articles of Incorporation, please indicate on page one (1). This means you are changing some of the information from the Initial Articles, but you still want the Initial Articles to be valid, with these specific changes. If you wish to file amended and restated articles, please indicate on page one (1). If you file amended articles, the articles submitted will supersede the existing articles and any amendments previously filed. Note: If amended articles were adopted, amended articles must set forth all provisions required in original articles except for articles amended by directors or shareholders need not contain any statement with respect to initial stated capital. See Ohio Revised Code section 1701.04 for required provisions. Corporation Information Please provide the name of the corporation (as currently registered with our office) and the charter number assigned by our office. Statement regarding Manner and Basis for Resolution Adopting Amendments or Amended Articles Pursuant to Ohio Revised Code section 1701.73, the Certificate must state the manner in which the resolution was adopted to amend the articles, and, in the case of adoption of the resolution by incorporators or directors, a statement of the basis for such adoption shall be filed with our office. Please select the appropriate box to state the resolution was adopted by incorporators, directors or Shareholders. If adopted by Directors, please provide the applicable paragraph number from Ohio Revised Code section 1701.70(B) which was the basis for the adoption. Copy of the Resolution Pursuant to Ohio Revised Code section 1701.73, upon the adoption of any amendment or amended articles, a certificate containing a copy of the resolution adopting the amendment or amended articles must be filed with our office. Please attach the resolution to this Certificate on a single-sided, 8 ½ x 11 sheet(s) of paper. Additional Provisions If the information you wish to provide for the record does not fit on the form, please submit additional provisions on a single-sided, 8 ½ x 11 sheet(s) of paper. Signature(s) After completing all information on the filing form, please make sure that page 2 is signed by all incorporators, if amended by incorporators, or by an authorized officer, if amended by directors or shareholders, consistent with Ohio Revised Code section 1701.73(B) and (C). **Note: Our office cannot file or record a document which contains a social security number or tax identification number. Please do not enter a social security number or tax identification number, in any format, on this form. Form 540 Last Revised: 3/16/12 American LegalNet, Inc. www.FormsWorkFlow.com
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