Articles of Amendment and Restatement of Articles of Incorporation
(AZ Corporation)

Summary

This template can be used by an Arizona corporation to issue either (1) a simple "restatement" of its articles of incorporation consolidating all interim amendments—but without current amendments, or (2) an "amendment and restatement," if one or more current amendments are to be incorporated into the articles. This template includes practical guidance, drafting notes, and alternative and optional clauses. A corporation may amend its articles of incorporation to add or change a required or permitted provision (permissiveness being determined as of the effective date of the amendment) or to delete a non-required provision. Ariz. Rev. Stat. § 10-1001.A. In accordance with Ariz. Rev. Stat. § 10-1006.A., each amendment of the articles of incorporation (i.e., even without subsumption in a restatement) is to be filed with the Corporation Commission. A corporation is not required to file fully integrated, amended and restated articles of incorporation as and when each amendment is adopted. It may simply continue to be governed by non-integrated articles, comprised of the original articles together with all separate interim amendments. Provided that there are no current amendments, a corporation may optionally restate its articles (with or without shareholder action) to integrate prior amendments pursuant to Ariz. Rev. Stat. § 10-1007.A. While the board of directors has unilateral authority to adopt amendments to articles for certain purposes under Ariz. Rev. Stat. § 10-1002, note that, in accordance with Ariz. Rev. Stat. § 10-1007.B., if a restatement contains a current amendment that requires shareholder approval (in which case a fully-integrated document would be an "amendment and restatement"), then the amendment itself must be adopted in the manner provided in Ariz. Rev. Stat. § 10-1003. Note that if the corporation has not yet issued shares of stock, a majority of the members of the board of directors may adopt amendments to the articles of incorporation pursuant to Ariz. Rev. Stat. § 10-1005. When the board, in its discretion, proposes amendments to the articles to the shareholders, it may condition its proposal on any basis. Ariz. Rev. Stat. § 10-1003.A.3. Note that if the articles expressly permit, the shareholders may propose amendments to the articles of incorporation. Ariz. Rev. Stat. § 10-1003.B.1. Such amendment may be adopted in accordance with the requirements of Ariz. Rev. Stat. § 10-1003.B.2 and 3. Pursuant to Ariz. Rev. Stat. § 10-1007.D., restated articles (whether they be amended and restated or simply restated without current amendment (each scenario is contemplated within this template) must be prepared, executed, and submitted to the Arizona Corporation Commission under cover of a certificate as therein described. Ariz. Rev. Stat. § 10-1007. (This template also incorporates or references elements of such certificate.) Restated articles of incorporation supersede the original articles and all amendments thereto. Ariz. Rev. Stat. § 10-1007.E. Note that filing a single amendment, an integrated amendment and restatement, or a simple restatement in each case requires payment of the fees specified at Ariz. Rev. Stat. § 10-122.A.8., 9., and 19., respectively. All filings with the Secretary must comport with the format and other requirements of Ariz. Rev. Stat. § 10-120. For practical guidance related to amending organizational documents, see Entity Maintenance and Amendments (AZ Corporation).