Board Resolution: Amendment to Certificate of Incorporation
(NJ)

Summary

This template Board Resolution: Amendment to Certificate of Incorporation (NJ) may be used by the board of directors of a New Jersey corporation to adopt a resolution authorizing an amendment of its certificate of incorporation. This template includes practical guidance and drafting notes. Under New Jersey law, a corporation may amend its certificate of incorporation in as many respects as desired so long as the amendment contains only such provisions as might lawfully be contained in an original certificate of incorporation filed at the time of making such amendment. The specific items that can be amended are set forth in N.J. Stat. § 14A:9-1(2). In most instances, if the corporation has issued shares then an amendment of the certificate of incorporation must be approved not only by the board but also by the corporation's shareholders. Once the required approvals have been obtained, the corporation must file certificate of amendment with the New Jersey Secretary of State. 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 New Jersey corporations, see Formation and Qualification (NJ Corporation) and Corporation Stock and Stockholders (NJ Corporation).