An existing nonprofit corporation may need to amend its nonprofit articles of incorporation or certificate of formation to reflect changes to the corporate structure such as name changes, or to provide additional legal information such as IRS required provisions necessary for applying for 501c3 501(c)(3) tax exemption. The instrument to make these changes is called the Articles of Amendment.

Some nonprofits may instead file a restated version of their articles of incorporation, which replaces the entire document rather than altering individual provisions. Restatement consolidates prior amendments into a single instrument and is used when changes are extensive, not when only specific clauses require correction or addition.

Amendments to Nonprofit Articles of Incorporation

Most states allow amendments to the articles of incorporation as long as the articles being amended contain only such provisions as could have been included in the original instrument of organization, and doesn't contradict state laws.

Amendments may be adopted to change the language of an existing provision, to add a new provision, or to delete an existing provision. If extensive amendments are proposed, you should consider filing a restated certificate or articles of incorporation.

Who Has Authority to Amend the Nonprofit Articles of Incorporation

Amendments to nonprofit articles of incorporation require formal approval by the governing body authorized under state law and the organization's own organizing documents. In most nonprofit corporations, that authority rests with the board of directors. In membership organizations, member approval may also be required before an amendment can be adopted.

Before preparing any amendment, the nonprofit must confirm who holds amendment authority and document the approval in written resolutions or meeting minutes consistent with state law.

Manner of Adoption of the Amendment

Every amendment to nonprofit articles of incorporation must clearly state how the amendment was adopted. The filing must identify the approving body and confirm that approval occurred in accordance with state law and the organization's organizing documents. States don't infer adoption authority from context. If the articles of amendment omit the manner of adoption, the filing is defective and will be rejected.

The amendment must specify whether adoption occurred by the board of directors, the members, or the incorporators, and must reflect the voting threshold required for that body.

Example Adoption Clauses

Board approval:

Manner of Adoption
The foregoing amendment was duly adopted by the Board of Directors of the corporation by majority vote at a meeting held on [date], at which a quorum was present.

Member approval:

Manner of Adoption
The foregoing amendment was duly adopted by the members of the corporation by majority vote at a meeting held on [date], in accordance with the articles of incorporation and applicable state law.

Incorporator approval:

Manner of Adoption
The foregoing amendment was duly adopted by the incorporator(s) of the corporation on [date].

States treat the adoption clause as a verification requirement, not a formality. Without it, the filing lacks legal authority and cannot stand.

When you Should Amend Your Nonprofit Articles of Incorporation

Unless the nonprofit articles of incorporation or certificate are being amended for major reasons; amendments to the nonprofit articles of incorporation shouldn't be used for notifying the incorporating state of changes in director positions, addresses, or other trivial matters.

These changes should be reported at the end of every year when the corporation is filing its annual report with the State.

Timing Amendments Relative to the 501c3 501(c)(3) Application

When nonprofit articles of incorporation are amended to add purpose or dissolution language for 501c3 501(c)(3) recognition, the amendment must be filed with and accepted by the state before submitting Form 1023. The IRS reviews the organizing document submitted with the application, together with any amendments accepted by the state during the review period.

Submitting a 501c3 501(c)(3) application while promising future amendments delays review and frequently triggers follow-up requests or rejection. Review follows the organizing document submitted with the application and any state-accepted amendments made during review. Planned changes without state acceptance are disregarded.

For exemption purposes, the correct sequence remains fixed:

1. amend the articles,
2. wait for state acceptance,
3. then file Form 1023 using the amended document.

Any other order introduces avoidable friction into the review.

How to Amend the Nonprofit Articles of Incorporation

An amendment to the nonprofit articles of incorporation is normally done through a legal instrument called the Articles of Amendment or in some cases such as the State of New York or Texas; Certificate of Amendment. Every state has its own flavor of amendment form, but the procedure is universally the same. The most important thing is to find the right form for the right kind of entity.

Find the Right Amendment Form

Since we're strictly talking about nonprofit corporations here, you have to find the right amendment form which should clearly state that it's for amending a nonprofit or not-for-profit articles of incorporation. You cannot use a general corporation amendment form for this purpose as your Secretary of State will reject it.

Once you have the right amendment form, you have to take a close look at the original nonprofit articles of incorporation and find out the article and section numbers of the clauses you'd like to amend, and then reflect those changes on the amendment form.

Be Clear on What you are Amending

For example, let's say that you'd like to amend the purpose clause and the dissolution clause of the existing nonprofit articles of incorporation. You have to be very clear whether these articles are being deleted, or a new article is being added, or they're just being modified to some extent.

Most states do this through their corporation amendment form and you have to pay very close attention to the instructions of the articles of amendment. No two states are the same. Most states accept amendments online but some don't such as the State of Florida and New York (at the time of writing this article at least). In this case you have to download, complete and then mail it back to the Secretary of State.

Restatement vs. Amendment of the Nonprofit Articles of Incorporation

You may be given an option to choose whether you want to restate or amend your nonprofit articles of incorporation by your state. Most states which have an online portal for these processes offer this option and you should be aware that they're not the same thing.

Restating is the act of completely replacing the entire nonprofit articles of incorporation with a new version whereas amending is just adding and subtracting specific portions of organizing clauses. If you're restating the articles of organization, the process is exactly the same as incorporating a new entity which is explained in the articles of incorporation page.

For the sake of 501c3 501(c)(3) tax exemption, you're most likely amending your articles to include the required language by the IRS for 501c3 501(c)(3) exemption, so restatement is usually unnecessary and not needed.