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

Summary

This Board Resolution: Amendment to Articles of Incorporation (MI) may be used by the board of directors of a Michigan corporation to adopt a resolution authorizing an amendment to its articles of incorporation. This template includes practical guidance and drafting notes. Under Michigan law, if a corporation has not yet issued shares or accepted any written subscription for shares, its board of directors (or its incorporators, if the first meeting of the board has not yet been held) may adopt amendments to the articles of incorporation. See Mich. Comp. Laws Serv. § 450.1611(1). Additionally, under Michigan law, certain amendments to the articles of incorporation do not require shareholder approval and may be adopted by a corporation's board of directors, unless the articles of incorporation provide otherwise. These amendments include, but are not limited to, removing the names and addresses of the initial directors and extending the duration of the corporation. For a full list of amendments that may be made by the board of directors without shareholder approval, see Mich. Comp. Laws Serv. § 450.1611(2). Any amendment to the articles of incorporation that is not described in section 1 or 2 Mich. Comp. Laws Serv. § 450.1611 must be approved by the corporation's shareholders. See Mich. Comp. Laws Serv. § 450.1611(3). Once the required approvals have been obtained, the corporation must file a certificate of amendment with the Michigan Department of Licensing and Regulatory Affairs (LARA). 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 Michigan corporations, see Formation and Qualification (MI Corporation) and Entity Maintenance and Amendments (MI Corporation). For a template certificate of amendment and filing instructions, see Certificate of Amendment (MI Corporation).