Board Resolution: Amendment to Articles of Incorporation
(CO Corporation)

Summary

This template Board Resolution: Amendment to Articles of Incorporation (CO) may be used by the board of directors of a Colorado corporation to adopt a resolution authorizing an amendment to its articles of incorporation. This template includes practical guidance and drafting notes. Under Colorado law, if the corporation has issued shares then an amendment of the articles of incorporation must be approved not only by the board but also by the corporation's shareholders; if no shares have been issued an amendment can be approved by corporation's board of directors or its incorporators (if no board has been elected). Colo. Rev. Stat. §§ 7-110-103, 7-110-105. Once the required approvals have been obtained, the corporation must file articles of amendment with the Secretary of State of Colorado. Note that under Colorado law, certain amendments to the articles of incorporation do not require shareholder approval. Unless the articles provide otherwise, a corporation's board of directors may adopt the following amendments, among others, to its articles of incorporation without shareholder action: (1) to delete the names and addresses of the incorporators or initial directors; (2) to delete the name and address of the initial registered agent or registered office (if a statement of change is on file with the secretary of state); (3) to delete the principal office address (if a statement of change is on file with the secretary of state); (4) to delete the names and addresses of the individuals named in the articles as those who caused the articles of incorporation to be filed; or (5) to change the corporation's domestic entity name by substituting the word "corporation," "incorporated," "company," or "limited," or an abbreviation of any thereof for a similar word or abbreviation in the name, or by adding, deleting, or changing a geographical attribution. Colo. Rev. Stat. § 7-110-102. For a full listing of key content covering Board Resolutions for Private Company Corporate Governance, see Private Company Corporate Governance Board Resolutions Resource Kit. For more information on the formation of Colorado corporations, see Entity Maintenance and Amendments (CO Corporation) and Management and Indemnification (CO Corporation).