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

Summary

This Board Resolution: Amendment to Articles of Incorporation (MD) may be used by the board of directors of a Maryland corporation to adopt a resolution authorizing an amendment to its articles of incorporation. This template includes practical guidance and drafting notes. Under Maryland law, once there is any stock outstanding or subscribed for and entitled to be voted on, an amendment to the articles of incorporation must be approved by the corporation's stockholders, with limited exceptions. Md. Code Ann., Corps. & Ass'ns § 2-604. Once the required approvals have been obtained, the corporation must file articles of amendment with the Maryland Department of Assessments and Taxation. If there is no stock outstanding or subscribed for entitled to be voted on, and the amendment is made before the organizational meeting of the board of directors, every incorporator must sign and file the amended articles of incorporation in the same template required for original articles of incorporation. Md. Code Ann., Corps. & Ass'ns § 2-603(b). If the amendment is made at or after the organizational meeting of the board of directors, the amendment must be approved by a majority of the entire board of directors. Md. Code Ann., Corps. & Ass'ns § 2-603(c). Additionally, under Maryland law, certain amendments to the articles of incorporation may be made with the approval of a majority of the entire board of directors, without action by the stockholders. unless the articles of incorporation provides otherwise. These amendments are to change the name of the corporation or to change the the name or other designation or the par value of any class or series of stock of the corporation and the aggregate par value of the stock of the corporation. Md. Code Ann., Corps. & Ass'ns § 2-605. 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 information related to Maryland corporations, see Formation and Qualification (MD Corporation) and Entity Maintenance and Amendments (MD Corporation). For template articles of amendment and filing instructions, see Articles of Amendment (MD Corporation).