ARIZONA COMMISSION Articles of Amendment – Division For-Profit Corporation 1300 West Washington Street Phoenix, Arizona 85007 www.azcc.gov (602) 542-3026 Instructions C014i

what is reflected in the corporation’s Banco; Banque; Credit Union; Deposit; General Information public record. Savings Association; Building A corporation may amend its Articles of Association; Savings and Loan What are voting groups? “Voting Association; Building and Loan Incorporation at any time to add or group” means all shares of one or more Association; Savings Bank; Thrift; Trust; change a required or permitted classes or series of that are provision, or to delete a provision that is or Trust Company. See A.R.S. §§ 10- entitled to vote and be counted 401, 10-1506. not required. See A.R.S. § 10-1001, et together collectively at a seq. Statutes are available on the meeting. For example, if the corporation The name of a professional corporation Arizona Legislature’s website, has different series of , shall not conflict with any of the above, www.azleg.gov, by following the link for each series is a voting group. See and shall contain the words Arizona Revised Statutes. NOTE – if you A.R.S. § 10-140(51) for the full “professional corporation”, “professional are changing only the corporation’s definition. Statutes are available on the association”, “service corporation”, address or its statutory agent name or Arizona Legislature’s website, “limited” or “chartered” or one of the address, then you should submit a www.azleg.gov, by following the link for following abbreviations: “P.C.”, “P.A.”, Statement of Change (form C016) Arizona Revised Statutes. “S.C.”, “Ltd.”, “Chtd.”, “PC”, “PA”, “SC”, instead of Articles of Amendment. “Ltd”, or “Chtd”. See A.R.S. § 10-2215. What are the requirements for What has to be filed? In order to The for-profit corporate name must changing the corporation name? amend the Articles of Incorporation, the satisfy the requirements of A.R.S. §§ The examiner will determine if the corporation must deliver to the Arizona 10- 401. Statutes are available on the corporation name to be used complies Corporation Commission Articles of Arizona Legislature’s website, with the statutory requirements, but Amendment that contain the text of the www.azleg.gov, by following the link for you can review the name criteria, check amendment and the other information Arizona Revised Statutes. for name availability and, if desired, required by statute. See A.R.S. § 10- submit a name reservation application 1006. The Arizona Corporation Trade name - if the entity name you by using our website at Commission does have a form for wish to use has an identical existing www.ecorp.azcc.gov. Reserving the certain information that must be trade name registered with the name is not required. Web access is included in the Articles of Amendment, Secretary of State's office, the owner of available to the public at our Phoenix but the text of the corporation’s the trade name must be listed within the and Tucson offices. amendment (the wording of the actual document as one of the following: change being made) must come from The minimum requirements under member, manager, officer, director, or the corporation and must be attached Arizona law for the name of a for-profit statutory agent. to the A.C.C.’s form. Use of the A.C.C.’s corporation are that it: form is not required. Forms are shall contain the word “association”, Is publication of the Articles of available on the A.C.C. website, “bank”, “company”, “corporation”, Amendment required? Yes. See www.ecorp.azcc.gov. “limited”, or “incorporated”, or an A.R.S. § 10-1006. DO NOT PUBLISH UNTIL THE COMMISSION APPROVES What are “issued” shares? / How abbreviation of one of those words. If THE DOCUMENT FOR FILING. The do I know if the corporation issued the existing corporate name or the approval letter you will receive from the shares? If the corporation has sold fictitious name adopted for use in Arizona Corporation Commission will shares of stock to one or more persons, Arizona does not contain one of those it has issued shares. The corporation’s words or an abbreviation of one of contain information on how to publish. Annual Report filed with the Arizona those words, then one of those words Filing fee. The filing fee is $25.00. For Corporation Commission should reflect if or an abbreviation of one of those expedited processing, add $35.00. the corporation has ever reported words must be added to it; For Two-Hour Service, add $400.00. issued shares or . The AND For Same Day Service, add $200.00. corporation’s most recent Annual Report shall not contain the words “limited For Next Day Service, add $100.00. can be viewed on the corporation’s liability company” or “limited company” For questions, contact our Call Center at public record at www.ecorp.azcc.gov or the abbreviations “L.L.C.”, “L.C.”, 602-542-3026. All fees are nonrefundable. If you are in doubt about whether the “LLC” or “LC”, in uppercase or See A.R.S. §§ 10-122 and 10-3122. corporation has issued shares, you lowercase letters. should seek the advice of an Processing time. Processing times appropriate, knowledgeable person If the corporation name contains any of are posted on our website each Monday such as an attorney or an accountant – the following words, prior written at www.ecorp.azcc.gov A.C.C. staff cannot answer this question approval must be obtained from the For expedited (faster) processing, for the corporation, other than to report Arizona Department of Financial Institutions before registration is payment of the expedite fee plus allowed: Bank; Banker; Banking; Banc; payment of the filing fee must be

C014i.005 Arizona Corporation Commission – Corporations Division Rev. 3/2020 Page 1 of 3 submitted. See A.R.S. §§ 10-122 and Box 1. If the corporation does not have voting group, list the total number of 10-3122. The expedite fee is $35.00. shareholders and never issued shares, votes that were cast in favor of See Decision No. 68008, July 22, 2005, check the first box and continue with approval. In the fifth column, for each Docket No. AC-00000A-05-0488. number 5. voting group, list the total number of Same Day/Next Day Service fees, See Box 2. If the corporation has votes that were cast against approval of Decision No. 77503, December 17, 2019 shareholders and did issue stock, and the amendment. If more space is as amended on January 15, 2020. has only one class of stock that is not needed for voting groups, check Docket No. ACC-00000A-19-0213. designated into series or other the box and complete and attach the groupings with different voting rights, Voting Attachment form C089. If you Instructions (for example, common stock), check the check the box but do not attach the second box and follow instructions Attachment form, the document will be Number 1. List the exact name of the beside the box. rejected. corporation as shown in the records of Box 3. If the corporation has the Arizona Corporation Commission, Number 5. The actual written shareholders and did issue stock, and including exact spelling, punctuation, amendment that contains the change has common stock not designated into and the correct corporate identifier (Inc. being made by the corporation must be series and also has another class of or Incorporated, etc.). attached to the Articles of Amendment. stock (for example, preferred), check The amendment can be typewritten or the third box and follow instructions Number 2. List the date on which the handwritten, but must be legible. A.C.C. amendment to the Articles of beside the box. staff cannot write the amendment for Incorporation was adopted by the Box 4. If the corporation has you, and cannot tell you how to phrase shareholders, or, if shareholder action shareholders and did issue stock, and if the amendment. If the Articles of was not required, by the board of all of the corporation’s stock is Amendment form is submitted without directors. designated into series or other the amendment attached, the document groupings within a class that have will be rejected. Number 3. This question asks if the different voting rights, check the fourth amendment affects issued shares. If the box and follow instructions beside the corporation has not issued shares, box. Signature and Verification check the “no” box and continue with The Articles of Amendment may be Number 4.1. In the first column, list number 4. If the corporation has issued signed only by one of the following: (1) the class of stock, for example, shares, check either the “yes” or “no” the Chairman of the , common. If the class is broken out into box and follow instructions. Refer to the (2) a duly-authorized Officer of the series, list each series in the second section on issued shares above in corporation, or (3) a duly-authorized column. Each series must also have the General Information for questions about bankruptcy trustee, receiver, or other class listed or the document will be issued shares. court-appointed fiduciary. See A.R.S. §§ rejected. In the third column, for each 10-120(F). Number 3.1. If you answered “yes” to class and/or series, list the total number number 3, then you must answer of shares in that class and/or series. If The document is submitted under number 3.1 by checking only one box. more space is needed for listing shares, penalty of law, and the “I accept” Follow the instructions beside the box check the box and complete and attach box must be checked. you checked. the Shares Attachment form C087. If you check the box but do not attach the Sign on the line underneath the “I Number 3.2. If you answered “no” to Attachment form, the document will be accept” box. Print the name of the number 3.1, you must provide a rejected. individual signing next to the signature. separate statement of how the If completing the form online, type in exchange, reclassification, or Number 4.2. In the first column, list the name in both fields. Fill in the date. cancellation of issued shares will be put the total number of votes that were Check the appropriate box underneath into effect (how it will be implemented). entitled to be cast. In the second the signature line to indicate the column, list the total number of votes capacity of the signer. Number 4. Read the choices under that were cast in favor of approval. In number 4 carefully. Check only one box. the third column, list the total number Continue reading below for a of votes that were cast against approval Submit the document description of the choices. For of the amendment. Cover Sheet. All documents must be information on voting groups, see the submitted with a Cover Sheet. Forms section above under General Number 4.3. In the first column, list are available on our website at this link: Information concerning voting groups. the class and series, if any, of each www.ecorp.azcc.gov To determine whether shareholder voting group (for example, Preferred/ action was required to approve the Series A). In the second column, for What to submit: amendment, you should review the each voting group, list the total number 1. Cover Sheet corporation’s Articles of Incorporation of votes in the voting group. In the 2. Articles of Amendment and its bylaws. A.C.C. staff cannot tell third column, for each voting group, list 3. Shares Issued Attachment, if you if shareholder action was required the number of undisputed votes at the applicable for approval of the amendment. meeting. In column four, for each 4. Voting Attachment, if applicable

C014i.005 Arizona Corporation Commission – Corporations Division Rev. 3/2020 Page 2 of 3 5. Copy of the corporation’s amendment 6. Payment

By Mail. Mail the completed paper document, cover sheet, and payment (see below for payment information) to: Arizona Corporation Commission Corporations Division - Examination Section 1300 W. Washington St. Phoenix, Arizona 85007

In Person. Deliver the completed document, cover sheet, and payment (see below for payment information) to: Arizona Corporation Commission Corporations Division - Examination Section 1300 W. Washington St. Phoenix, Arizona 85007 Payment Methods

Credit card. If submitting the document in person, payment by credit card is acceptable. Credit cards cannot be used if submitting by mail. The Arizona Corporation Commission accepts only Visa or MasterCard

Check. If submitting the document by mail or in person, payment by check is acceptable. Checks must be made payable to "Arizona Corporation Commission," with all words spelled out and no abbreviations. Checks must be completely and properly filled out, including the amount sections. We will not accept checks drawn on non-U.S. banks.

Money order. If submitting the document by mail or in person, payment by money order is acceptable.

Cash. If submitting the document in person, cash payments are acceptable at the Phoenix office ONLY (Tucson does not accept cash). Do not mail cash. NOTE: Bills over $20.00 will not be accepted. Questions

For questions, contact Customer Service at 602-542-3026, or, within Arizona only, 800-345-5819.

C014i.005 Arizona Corporation Commission – Corporations Division Rev. 3/2020 Page 3 of 3