To amend articles of incorporation in California, your board (and in most cases your shareholders) must approve the change, then file a Certificate of Amendment with the Secretary of State and pay a $30 filing fee.1California Secretary of State. Business Entities Fee Schedule The rest is timing, paperwork, and follow-up notices to agencies that keep separate records on your corporation.
When You Need to File an Amendment
Amendments are for changes to information that was part of the articles originally filed with the Secretary of State. The common triggers are changing the corporation’s legal name, increasing or restructuring authorized shares, adding or removing a corporate purpose, and changing the agent for service of process. If the change lives only in your bylaws or board resolutions, no state filing is required.
Get Internal Approval First
Before anything goes to the state, the corporation has to approve the amendment through its own governance process. The path depends on whether shares have been issued.
If Shares Have Been Issued
California Corporations Code Section 902 requires approval by both the board of directors and a majority of the outstanding shares entitled to vote.2Justia. California Corporations Code Section 900-911 – Chapter 9. Amendment Of Articles The board usually drafts the amendment language, votes to adopt it, and recommends it to the shareholders. The two votes can happen in either order.
If the amendment would change the rights, preferences, privileges, or restrictions of a particular class of shares, Section 903 requires a separate class vote by the holders of that class, even when those shares would not normally vote.2Justia. California Corporations Code Section 900-911 – Chapter 9. Amendment Of Articles
A simple majority is the default threshold, but your bylaws or articles may set a higher supermajority. Check them before calling the vote. Keep written records of the approval, whether as meeting minutes or as written consents signed by the required number of shareholders.
If No Shares Have Been Issued
Where no shares have been issued, the board can approve the amendment on its own with no shareholder vote. If directors have not yet been named, a majority of the incorporators can approve the change.2Justia. California Corporations Code Section 900-911 – Chapter 9. Amendment Of Articles
Prepare the Certificate of Amendment
The document you file is a Certificate of Amendment of Articles of Incorporation. The Secretary of State publishes a sample for stock corporations that meets the statutory requirements and can be used as a template; separate forms exist for nonprofit and other entity types.3California Secretary of State. Certificate of Amendment of Articles of Incorporation – Sample
The certificate must include:
- The corporation’s exact legal name as it currently appears in the Secretary of State’s records.
- The entity number, a seven-digit identifier preceded by a “C” that the state assigned at formation.4California Secretary of State. Business Search – Frequently Asked Questions
- The text of the amendment, identifying which article is being changed and stating the new language in full. A name change must spell out the new name; a stock structure change must state the new total authorized shares, any classes, and par values.
- A statement of approval confirming the board and, where required, the shareholders approved the amendment in compliance with the Corporations Code.
An authorized officer signs under penalty of perjury. Verify every detail against the state’s business database before filing. A mismatch between the name or entity number on the certificate and what the state has on file will cause a rejection.
File with the Secretary of State
You can submit the completed certificate online, by mail, or in person at the Sacramento office.
Online Through bizfile
The fastest standard option is the bizfile Online portal at bizfileOnline.sos.ca.gov.5California Secretary of State. bizfile First-time users create an account and link it to their entity’s record, then upload the certificate, pay electronically, and receive confirmation of receipt.
Mail or In-Person
You can mail the original signed certificate with payment to the Business Programs Division in Sacramento, though mail filings typically process a few days behind online and in-person submissions. Dropping off in Sacramento lets a clerk flag obvious errors before your filing enters the queue.
Fees and Processing Time
The standard filing fee is $30.1California Secretary of State. Business Entities Fee Schedule As of early 2026, standard turnaround for corporate amendments is running roughly four to seven business days, depending on submission method.6California Secretary of State. Current Processing Dates
If you need faster service, the Secretary of State offers expedited options, each on top of the $30 base fee:7California Secretary of State. Service Options
- 24-hour filing for $350, available online or as a Sacramento drop-off, with a filing response guaranteed within 24 hours excluding weekends and holidays.
- Same-day filing for $750, available online or as a Sacramento drop-off, with the document required to reach the Secretary of State by 9:30 a.m. and a response available by 4:00 p.m. that day.
- 4-hour filing for $500, Sacramento drop-off only, requiring the document to have been precleared in advance.
Once the state approves the certificate, you receive a file-stamped copy. Keep it with your corporate records; banks, lenders, and investors routinely ask for it to confirm the corporation’s current legal standing.
Setting a Future Effective Date
By default, an amendment takes effect on the date the Secretary of State stamps and files it. If you want it to take effect later, California lets you request a future effective date up to 90 calendar days from the filing date. Include the requested date in the certificate or in an attachment, using language like “Future Effective Date of [date].”
A related option is a future file date, where you ask the Secretary of State to hold the document and stamp it on a specified future date, also up to 90 calendar days out. The document must arrive at least one business day before the requested file date.
Restated Articles for Multiple Changes
If your corporation has been through several amendments and the articles have become a patchwork, California Corporations Code Section 910 allows Restated Articles of Incorporation that consolidate the original articles as amended into a single clean document.8California Legislative Information. California Corporations Code 910
Restated articles can be purely consolidating or can include new amendments at the same time. If they only consolidate, the board can approve them without a shareholder vote. If they also make new changes, they must go through whatever approval process those particular amendments would require on their own.8California Legislative Information. California Corporations Code 910
Notify the IRS and Update Other Records
Filing with the Secretary of State updates your California record, not every agency that has your corporation on file. Some amendments carry follow-up obligations.
IRS Name Change
If you changed the corporation’s legal name, notify the IRS. The simplest method is to check the name-change box on the corporation’s next annual return: Line E, Box 3 on Form 1120, or Line H, Box 2 on Form 1120-S.9Internal Revenue Service. Business name change If the current-year return has already been filed, write to the IRS at the address where the return was sent, with the notification signed by a corporate officer. The IRS also recommends reviewing Publication 1635 to determine whether the name change might require a new Employer Identification Number.
Responsible Party Change
If the amendment changed the corporation’s “responsible party,” the individual who controls or manages the entity’s funds, file IRS Form 8822-B within 60 days of the change.10Internal Revenue Service. Form 8822-B Change of Address or Responsible Party — Business This is mandatory for any entity with an EIN, and processing typically takes four to six weeks.
Statement of Information
After a name change or other significant amendment, file an updated Statement of Information (Form SI-100) so the state’s business record reflects the new details consistently. California corporations already file a Statement of Information periodically; filing an updated one after an amendment keeps the records aligned.
Nonprofit Corporations
California nonprofits follow a parallel but distinct process. Under Corporations Code Section 5812, a nonprofit public benefit corporation generally needs approval from both its board of directors and its members to amend the articles, plus any additional consent the articles require.11California Legislative Information. California Corporations Code 5812
Narrow exceptions let the board act alone: deleting the names and addresses of the initial directors or initial agent, extending corporate existence for corporations formed before August 14, 1929, or adopting any amendment at a time when the corporation has no members.11California Legislative Information. California Corporations Code 5812 The filing fee for a nonprofit Certificate of Amendment is also $30. Nonprofits use a different form than stock corporations, so download the correct sample from the Secretary of State’s website before drafting.