Restated Articles of Incorporation of California Nonprofit Corporation

Secretary of State

Business Programs Division

Business Entities

1500 11th Street, Sacramento, CA 95814

P.O. Box 944260, Sacramento, CA 94244-2600

For fastest service, file online at bizfileOnline.sos.ca.gov.

• Complete and include this form with your paper submission. This form will not be made part of

the filed document.

• Make all checks or money orders payable to the Secretary of State.

• In-person submissions (excluding Statements of Information): $15 special handling fee. Do not

include a $15 special handling fee when submitting documents by mail.

• All submissions are reviewed in the date order of receipt, with online submissions given priority.

For updated processing time information, visit www.sos.ca.gov/business/be/processing-dates.

• To obtain a certified copy, include certification fees with your submission.

Contact Person (Please type or print legibly):

First Name:

Last Name:

Phone Number:

Entity Information (Please type or print legibly):

Entity Name:

Entity Number (if applicable):

Comments:

Submission Cover Sheet (REV 03/2024)

Note: All correspondence related to your submission will be

sent to the name and address on your check or money order.

Email:

Instructions:

Business Entities Submission Cover Sheet

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Print Form

REST- Nonprofit Information (Rev. 03/2022)

2022 California Secretary of State

bizifleOnline.sos.ca.gov

Restated Articles of Incorporation

of California Nonprofit Corporations

A corporation may restate in a single certificate the entire text of its articles as amended by filing an

officers' certificate or, in circumstances where incorporators or the board may amend a corporation's

articles pursuant to California Corporations Code sections 5811 and 5815 (public benefit and

religious corporations), sections 7811 and 7815 (mutual benefit corporations) and 12501 and 12506

(general cooperative corporations), a certificate signed and verified by a majority of the

incorporators.

To restate the articles, it is necessary to prepare and file Restated Articles of Incorporation in

compliance with California Corporations Code section 5819 (public benefit and religious

corporations), section 7819 (mutual benefit corporations) and 12510 (general cooperative

corporations).

A sample meeting statutory requirements for most filings is attached. The sample may be used as a

guide when preparing documents by making modifications as necessary to meet the specific needs

of the corporation. Please refer to the above referenced California Corporations Code sections prior

to modification.

Fees

The fee for filing Restated Articles of Incorporation is $30.00. In addition to the filing fee, there is a

non-refundable $15.00 handling fee for processing documents delivered in person (drop off) at the

Sacramento office.

For current processing dates, go to www.sos.ca.gov/business/be/processing-dates.

Copies

Upon filing, we will return one (1) uncertified copy of your filed document for free, and will certify the

copy upon request and payment of a $5.00 certification fee at the time of submission.

Submission Cover Sheet (Optional)

Complete and include with your paper submission. This information will be used to communicate with

you about the submission, if needed. This submission cover sheet will be treated

as correspondence and will not be made part of the filed document.

Restated Articles of Incorporation of California Nonprofit Corporations

Instructions

The attached sample can be used as a guide when drafting Restated Articles of Incorporation.

The certificate should be typed following the instructions set forth below.

Restated Articles of Incorporation are most often made by the president and secretary of the

corporation and for that reason the sample has been formatted using those officers. If the

document will be signed by officers other than the president and secretary, or if the sample does

not adequately cover the needs of the corporation, documents must be prepared with

modifications to meet the specific requirements of the corporation. Please refer to California

Corporations Code sections 5810-5820 (public benefit and religious corporations), sections

7810-7820 (mutual benefit corporations) or sections 12500-12510 (general cooperative

corporations) prior to modification.

NOTE: If the corporation has not yet filed a Statement of Information (Form SI-100) pursuant to

California Corporations Code section 6210, 8210, 9660 or 12570, the Restated Articles must

retain the name and address of the initial agent for service of process, and if listed in the

original Articles of Incorporation, the initial address and mailing address of the corporation

and the names and addresses of the initial directors exactly as listed in the original

Articles of Incorporation. If the corporation has filed Form SI-100, the Restated Articles cannot

include the name and address of the agent for service of process, the street and mailing

address for the corporation, or the names and addresses of officers and directors. Note: To

update our records to show the current name and/or address of the agent for service of

process, the street or mailing address of the corporation, and/or the names and addresses of

the officers, you must file the Statement of Information. To file a Statement of Information,

go to bizfileOnline.sos.ca.gov.

• Paragraph 1 - must set forth the current name of the corporation exactly as the name is of

record with the Secretary of State (including punctuation and abbreviations), and the Entity

(File) Number issued to the corporation by the California Secretary of State at the time or

registration.

• Paragraph 2 – must set forth the entire text of the Articles of Incorporation, as amended.

• Paragraph 3 - must state the amendment and restatement has been approved by the board

of directors.

• Paragraph 4 - must state the amendment and restatement has been approved by the

required vote of the members. If the corporation has no members separate from the board of

directors, member approval is not required. However, the certificate must state the

corporation has no members.

DO NOT include both #4 paragraphs when preparing the document. Use ONLY the

applicable statement.

• The certificate must be dated, signed and verified by the president and secretary. Each

person's name and title should be typed directly below their respective signature.

REST- Nonprofit Instructions (Rev. 03/2022)

2022 California Secretary of State

bizfileOnline.sos.ca.gov

Sample

Restated Articles of Incorporation

The undersigned certify that:

1. They are the president and the secretary, respectively, of (NAME OF

CORPORATION) _, a California corporation, with California Entity

Number (SECRETARY OF STATE ENTITY NUMBER).

2. The Articles of Incorporation of this corporation are amended and restated to

read as follows:

(HERE TYPE THE ARTICLES AS AMENDED AND RESTATED)

3. The foregoing amendment and restatement of Articles of Incorporation has

been duly approved by the board of directors.

4. The foregoing amendment and restatement of Articles of Incorporation has

been duly approved by the required vote of the members.

4. The corporation has no members

We further declare under penalty of perjury under the laws of the State of

California that the matters set forth in this certificate are true and correct of our

own knowledge.

DATE:

(Signature of President)

(Typed Name of President), President

(Signature of Secretary)

(Typed Name of Secretary), Secretary

REST-Nonprofit Sample (Rev. 03/2022)

2022 California Secretary of State

bizfil

eOnline.sos.ca.gov

NOTE

Choose only

one of the #4

statements

DO NOT USE

BOTH

STATEMENTS