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

Summary

This template Board Resolution: Amendment to Articles of Incorporation (IL) may be used by the board of directors of an Illinois corporation to adopt a resolution authorizing an amendment of its articles of incorporation. This template includes practical guidance and drafting notes. Under Illinois law, if a 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 a majority of corporation's board of directors (if already elected or if named in the articles); if no directors have been elected or so named, then by a majority of the incorporators. 805 Ill. Comp. Stat. Ann. 5/10.10. Once the required approvals have been obtained, the corporation must file articles of amendment with the Illinois Secretary of State. Note that under Illinois law, certain amendments to the articles of incorporation do not require shareholder approval. A majority of a corporation's board of directors may adopt the following amendments to its articles of incorporation without shareholder action: (1) to remove the names and addresses of any original directors named in the articles of incorporation; (2) to remove 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 increase, decrease, create or eliminate the par value of any class of shares (provided no class or series of shares is adversely affected); (4) to split all of the issued and authorized, but unissued, shares of any class, regardless of whether any shares of the class are issued or outstanding, by multiplying them by a whole number (provided no class or series of shares is adversely affected); (5) to change the corporate name by substituting the word "corporation," "incorporated," "company," "limited," or the abbreviation "corp.," "inc.," "co.," or "ltd.," for a similar word or abbreviation in the name, or by adding a geographical attribution to the name; (6) to reduce the authorized shares of any class pursuant to a cancellation statement filed for such shares after acquisition by the corporation, where the articles prohibit reissuance of such shares after acquisition by the corporation; or (7) to restate its articles of incorporation as currently amended. 805 Ill. Comp. Stat. Ann. 5/10.15. 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 additional resources related to the formation and housekeeping of Illinois corporations, see Formation and Qualification (IL Corporation) and Corporation Stock and Stockholders (IL Corporation).