In Missouri, companies and corporations are required to file articles of incorporation with the Secretary of State’s office at the time of formation. These articles outline the structure of the company, as well as its purpose and the rights and responsibilities of its board members and shareholders. However, as a company evolves and changes over time, it may need to amend its articles of incorporation to reflect these new circumstances. In this guide, we’ll walk you through the process of amending Missouri articles of incorporation.
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Reasons to Amend Articles of Incorporation
There are a variety of reasons why a Missouri corporation might need to amend its articles of incorporation, including:
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- Changing the name of the corporation
- Altering the company’s purpose or business activities
- Adding or removing restrictions on the company’s activities
- Changing the number, rights, or duties of board members, officers, or shareholders
- Altering the procedures for shareholder meetings or voting
- Modifying the distribution of profits or losses
Regardless of the reason for the amendment, the process for making the changes is roughly the same.
Review Current Articles of Incorporation
The first step in the process of amending Missouri articles of incorporation is to review the current version of your articles. This will give you a sense of what needs to be changed and how those changes will fit into the larger framework of your company’s structure and purpose.
Hold a Meeting of the Board of Directors
If you want to amend your company’s articles of incorporation, you’ll need the approval of your board of directors. Hold a meeting to discuss and vote on the proposed changes.
Prepare the Amendment
Once the board has approved the changes, it’s time to prepare the amendment. You can create a new document that contains the text of the new articles of incorporation, or you can make edits to the existing document using track changes or strikeout text.
File the Amendment with the Secretary of State
The final step in the process of amending Missouri articles of incorporation is to file the amendment with the Secretary of State’s office. You’ll need to submit the following items:
- A cover letter that explains the reason for the amendment and provides details about the changes being made
- The original articles of incorporation
- A copy of the amended articles
- A completed Articles of Amendment form, which can be downloaded from the Secretary of State’s website
- The appropriate filing fee
Once everything has been submitted, the Secretary of State’s office will review the amendment and either approve it or request changes. If the amendment is approved, the new articles of incorporation will replace the old ones.
Conclusion
Amending Missouri articles of incorporation can be a relatively straightforward process if you follow the steps outlined above. Remember to review the current articles, hold a meeting of the board of directors, prepare the amendment, and file it with the Secretary of State’s office. With these steps completed, your company’s updated articles of incorporation will reflect its current structure and purpose, and provide a strong foundation for future growth and development.
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