Restated Articles of Incorporation of General Stock 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

Clear Form

Print Form

REST- Stock Information (Rev. 03/2022)

2022 California Secretary of State

bizfileOnline.sos.ca.gov

Restated Articles of Incorporation

of California Stock 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 901 and 906, a

certificate signed and verified by a majority of the incorporators or the board, as applicable.

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

compliance with California Corporations Code section 910.

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 Corporations Code sections 900-910 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.

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 Stock 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 900-910 prior to modification.

NOTE: If the corporation has not yet filed a Statement of Information (Form SI-550) pursuant to

California Corporations Code section 1502, 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 they were listed in the original Articles of Incorporation. If

the corporation has filed Form SI-550, that information must not be included in the Restated

Articles. 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 directors, 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

rectors.

• Paragraph 4 – if the corporation has issued shares, the certificate must include a statement

that the amendment and restatement has been approved by the required vote of the

shareholders in accordance with California Corporations Code section 902. The statement of

shareholder approval must indicate the total number of outstanding (issued) shares entitled to

vote with respect to the amendment and restatement, set forth the percentage vote required

and state that the number of shares voting in favor of the amendment and restatement

equaled or exceeded the vote required.

However, if the corporation has issued no shares, the certificate must include the statement

the corporation has issued no shares in lieu of a statement of shareholder approval.

DO NOT include both #4 paragraphs when preparing the certificate. 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- Stock 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 shareholders in accordance with

Section 902, California Corporations Code. The total number of outstanding

shares of the corporation is . The number of shares voting in favor of

the amendment equaled or exceeded the vote required. The percentage vote

required was more than 50%.

4. The corporation has issued no shares.

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-Stock Sample (Rev. 03/2022)

2022 California Secretary of State

bizfileOnline.sos.ca.gov

NOTE

Choose only

one of the #4

statements

DO NOT USE

BOTH

STATEMENTS