How To Amend The Articles Of Incorporation

The Articles of Incorporation is a basic contract document in Corporate Law, defining the charter of the corporation, and the contractual relationships between the State and the corporation, the stockholders and the State, and between the corporation and its stockholders.
After its incorporation, a corporation may amend or make changes to its articles of incorporation. These changes may include, for example, a change in the corporate name, a change in the principal place of business of the corporation, or a change in the number of directors.
            Section 16 of the Corporation Code provides that unless otherwise prescribed by the Code or by special laws, and for the legitimate purposes, any provision or matter stated in the articles of incorporation may be amended by:

1. by a majority vote of the board of directors or trustees;
2. by a vote or written assent of the stockholders representing at least two thirds (2/3) of the outstanding capital stock, without prejudice to the appraisal right of dissenting stockholders in accordance with the provisions of the Corporation Code;
3. by a vote or written assent of at least two thirds (2/3) of the members if it be a non-stock corporation.

The original and amended articles, together, shall contain all provisions required by law to be set out in the articles of incorporation. Such articles, as amended, shall be indicated by underscoring the change or changes made, and a copy thereof duly certified under oath by the corporate secretary and a majority of the directors or trustees stating the fact that the said amendment or amendments have been duly approved by the required vote of stockholders or members, shall be submitted to the Securities and Exchange Commission (SEC).
When the SEC is satisfied that the amendment should be allowed, the SEC will issue a certificate indicating its approval. The amendments shall take effect upon approval by the SEC, or from the date of filing with the SEC if not acted upon within six (6) months from the date of filing for a cause not attributable to the corporation.