950 CMR, § 113.34

Current through Register 1533, October 25, 2024
Section 113.34 - Articles of Amendment
(1) A corporation may amend articles I through VI of its articles of organization to add or change a provision that is required or permitted in the articles of organization or to delete a provision not required in the articles of organization. After an amendment has been adopted and approved in the manner required by M.G.L. c. 156D and 950 CMR 113.00, the corporation shall deliver articles of amendment to the Division.
(2) The articles of amendment consist of a form supplied by the Division or a document formatted in the same manner as the Division form. The articles of amendment shall set forth:
(a) the name of the corporation;
(b) the location of the corporation's registered office;
(c) the number(s) of the article(s) being amended;
(d) the date the amendment was adopted;
(e) whether the amendment was adopted by:
1. the incorporators;
2. the board of directors without shareholder approval and shareholder approval was not required; or
3. by the board of directors and the shareholders in the manner required by M.G.L. c. 156D and the articles of organization;
(f) the text of the amendment;
(g) the provisions for implementing the action if the amendment authorizes an exchange, or effects a reclassification or cancellation, of issued shares, unless contained in the text of the amendment; and
(h) the date and time the articles will be effective if the articles of amendment are to be effective at a later date and/or time, not more than 90 days after the date and time of filing.

950 CMR, § 113.34