Toll Free: 877.767.3453  |  Central Ohio: 614.466.3910  
                                   OhioSoS.gov  |  business@OhioSoS.gov 
                                   File online or for more information: OhioBusinessCentral.gov

                                   Filing Form Cover Letter

Please return the approval certificate to:

Name (Individual or Business Name):

To the Attention of (if necessary):

Address:

City:

State                                                                    ZIP Code:

Phone Number:                             E-mail Address:

         Check here if you would like to receive important notices via email from the Ohio Secretary of State's office regarding 
         Business Services.

         Check here if you would like to be signed up for our Filing Notification System for the business entity being created or 
         updated by filing this form. This is a free service provided to notify you via email when any document is filed on your 
         business record.

Please make checks or money orders payable to: "Ohio Secretary of State" 
Type of Service Being Requested:  (PLEASE CHECK ONE BOX BELOW)

Regular Service: Only the filing fee listed on page one of the form is required and the filing will be 
processed in approximately 3-7 business days.  The processing time may vary based on the volume of 
filings received by our office.

Expedite Service 1:  By including an Expedite fee of $100.00, in addition to the regular filing fee on page 
one of the form, the filing will be processed within 2 business days after it is received by our office. 

Expedite Service 2:  By including an Expedite fee of $200.00, in addition to the regular filing fee on page 
one of the form, the filing will be processed within 1 business day after it is received by our office. This 
service is only available to walk-in customers who hand deliver the document to the Client Service Center.

Expedite Service 3:  By including an Expedite fee of $300.00, in addition to the regular filing fee on page 
one of the form, the filing will be processed within 4 hours after it is received by our office, if received by 1:00 
p.m.  This service is only available to walk-in customers who hand deliver the document to the Client Service Center.

Preclearance Filing:  A filing form, to be submitted at a later date for processing, may be submitted to be 
examined for the purpose of advising as to the acceptability of the proposed filing for a fee of $50.00. The 
Preclearance will be complete within 1-2 business days.

Form 540                                  Page 1 of 4                                      Last Revised: 06/2019

Form 540 Prescribed by:
                                                                                                   Mail this form to one of the following: 
                                     Toll Free: 877.767.3453 
                                                                                                   Regular Filing (non expedite) 
                                     Central Ohio: 614.466.3910                                    P.O. Box 1329 
                                                                                                   Columbus, OH  43216 
                                     OhioSoS.gov 
                                                                                                   Expedite Filing (Two business day processing time. 
                                     business@OhioSoS.gov                                                                    Requires an additional $100.00) 
                                                                                                   P.O. Box 1390 
                                     File online or for more information: OhioBusinessCentral.gov  Columbus, OH  43216
For screen readers, follow instructions located at this path.

                                     Certificate of Amendment 
                                     (For-Profit, Domestic Corporation) 
                                                             Filing Fee: $50 
                                                             Form Must Be Typed

  Check appropriate box:
 
  Amendment to existing Articles of Incorporation (125-AMDS)
  Amended and Restated Articles (122-AMAP) -                  The following articles supersede the existing articles and all amendments thereto.

  Complete the following information:
 
  Name of Corporation

  Charter Number

Check one box below and provide information as required:
  
  The articles are hereby amended by the Incorporators.  Pursuant to Ohio Revised Code section 1701.70
  (A), incorporators may adopt an amendment to the articles by a writing signed by them if initial directors 
  are not named in the articles or elected and before subscriptions to shares have been received.
  
  The articles are hereby amended by the Directors.  Pursuant to Ohio Revised Code section 1701.70(A), 
  directors may adopt amendments if initial directors were named in articles or elected, but subscriptions to 
  shares have not been received.  Also, Ohio Revised Code section 1701.70(B) sets forth additional cases 
  in which directors may adopt an amendment to the articles.

         The resolution was adopted pursuant to Ohio Revised Code section 1701.70(B) 
         (In this space insert the number 1 through 10 to provide basis for adoption.)

  The articles are hereby amended by the Shareholders pursuant to Ohio Revised Code section 1701.71.

  The articles are hereby amended and restated pursuant to Ohio Revised Code section 1701.72.

Form 540                                                      Page 2 of 4                                                    Last Revised: 06/2019

A copy of the resolution of amendment is attached to this document. 

Note:  If amended articles were adopted, they must set forth all provisions required in original articles except that 
articles amended by directors or shareholders need not contain any statement with respect to initial stated capital.  
See Ohio Revised Code section 1701.04 for required provisions. 

By signing and submitting this form to the Ohio Secretary of State, the undersigned hereby certifies that he or she 
has the requisite authority to execute this document.

Required  
  
Must be signed by all              Signature
incorporators, if amended by 
incorporators, or an authorized 
officer if amended by directors or 
shareholders, pursuant to Ohio     By (if applicable)
Revised Code section 1701.73(B) 
and (C). 
 
If authorized representative       Print Name
is an individual, then they 
must sign in the "signature" 
box and print their name 
in the "Print Name" box. 
 
                                   Signature
If authorized representative 
is a business entity, not an 
individual, then please print 
the business name in the 
                                   By (if applicable)
"signature" box, an 
authorized representative 
of the business entity 
must sign in the "By" box 
and print their name in the        Print Name
"Print Name" box. 

Form 540                                     Page 3 of 4            Last Revised: 06/2019

                            Instructions for Certificate of Amendment 
                                      
This form should be used for a for-profit, domestic corporation to file a certificate of amendment. 
  
If you wish to file an amendment to existing Articles of Incorporation, please indicate on page one (1).  This means you are 
changing some of the information from the Initial Articles, but you still want the Initial Articles to be valid, with these specific 
changes.   
  
If you wish to file amended and restated articles, please indicate on page one (1). If you file amended articles, the articles 
submitted will supersede the existing articles and any amendments previously filed.  Note:  If amended articles were adopted, 
amended articles must set forth all provisions required in original articles except for articles amended by directors or 
shareholders need not contain any statement with respect to initial stated capital.  See Ohio Revised Code section 1701.04 
for required provisions.    
  
Corporation Information 
Please provide the name of the corporation (as currently registered with our office) and the charter number assigned by our 
office.  
  
Statement regarding Manner and Basis for Resolution Adopting Amendments or Amended Articles 
Pursuant to Ohio Revised Code section 1701.73, the Certificate must state the manner in which the resolution was adopted 
to amend the articles, and, in the case of adoption of the resolution by incorporators or directors, a statement of the basis for 
such adoption shall be filed with our office.  Please select the appropriate box to state the resolution was adopted by 
incorporators, directors or Shareholders, or to state the articles are being amended and restated. If adopted by Directors, 
please provide the applicable paragraph number from Ohio Revised Code section 1701.70(B) which was the basis for the 
adoption.   
  
Copy of the Resolution 
Pursuant to Ohio Revised Code section 1701.73, upon the adoption of any amendment or amended articles, a certificate 
containing a copy of the resolution adopting the amendment or amended articles must be filed with our office.  Please attach 
the resolution to this Certificate on a single-sided, 8 ½ x 11 sheet(s) of paper. 
  
Name of Corporation 
When amending the name of a corporation, the name of the corporation must be in compliance with Ohio Revised Code 
section 1701.05. The name must end with or include the word or abbreviation “company”, “co.”, “corporation”, “corp.”, 
“incorporated”, or “Inc.”.  The name must be distinguishable on the records in the office of the secretary of state. 
  
The name of a corporation must not include the word “benefit” or “b-“ in its name as a prefix to the above listed corporate 
entity words and abbreviations unless the corporation is a benefit corporation.  A benefit corporation must provide a beneficial 
purpose. 
  
Purpose Clause 
A purpose clause may be provided, but is not required.  As stated in Ohio Revised Code section 1701.03, a corporation may 
generally “be formed for any purpose or purposes for which individuals lawfully may associate themselves.” However, for a 
corporation to be formed as a benefit corporation, a purpose statement containing a beneficial purpose, defined in section 
1701.01(GG), must be included. 
  
Additional Provisions 
If the information you wish to provide for the record does not fit on the form, please submit additional provisions on a single-
sided, 8 ½ x 11 sheet(s) of paper.   
  
Signature(s) 
After completing all information on the filing form, please make sure that page 2 is signed by all incorporators, if amended by 
incorporators, or by an authorized officer, if amended by directors or shareholders, consistent with Ohio Revised Code 
section 1701.73(B) and (C). 
  
**Note: Our office cannot file or record a document which contains a social security number or tax identification 
number. Please do not enter a social security number or tax identification number, in any format, on this form. 
 
Form 540                             Page 4 of 4                                                    Last Revised: 06/2019