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