Delaware Corporation Certificate of Amendment

Delaware Corporation Certificate of Amendment

Amendments can be made to a Delaware corporation’s original Certificate of Incorporation by filing a Certificate of Amendment with the Division of Corporations. This filing is in accordance with the General Corporation Law of the State of Delaware. There is a fee for the Delaware Corporation Certificate of Amendment.

Amendment Filing Fees

The Delaware Division of Corporations charges a $194 filing fee to process a Certificate of Amendment. If the Certificate is longer than one page, a $9 charge is added per additional page that is required to be printed at their office.

A certified copy of the filing can be obtained for $50 to keep in the records of your Delaware corporation.

Amending Articles

Delaware’s state law allows the amendment of nearly all articles found on the Certificate of Incorporation. Possible alterations include:

  • Corporate Name
  • Corporate Powers and Purposes
  • Authorized Stock (including par value, preferences, or qualifications)
  • Dividend Rights
  • Delaware Registered Agent
  • Create New Classes of Stock
  • Period of Duration
  • Initial Board of Directors
  • Original Subscribers for Shares

Executing Amendments

There are two scenarios for filing a Delaware Certificate of Amendment of Certificate of Incorporation. The Amendment may be filed either before the corporation has issued any stock or after stock has been issued and payment for stock has been received.

Either way, executing an Amendment is basically the same. Either a majority of incorporators (before stock is issued), directors or shareholders must approve the Amendment. If stock has been issued and directors determined, then the Board of Directors must adopt a resolution proposing the Amendment. A special meeting may be called, or the matter may be addressed at a normal annual shareholders meeting. All shareholders with a right to vote on the matter may vote.

Once the vote is decided, the Certificate of Amendment may be submitted to the Division of Corporations.