---
title: "Build the filing checklist for a certificate of amendment"
url: "https://ailawframework.com/practice/commercial-and-corporate-advisory/build-the-asic-lodgement-sheet-after-a-change-to-the-company/united-states"
type: "task_jurisdiction_version"
site: "AI Law Framework"
id: "A1-X20260927-2-US"
practice_area: "Commercial & Corporate Advisory (contracts, company law, governance)"
tier: "yellow"
lawyer_review: "required"
jurisdictions: ["US"]
last_reviewed: "2026-10-22"
---

# Build the filing checklist for a certificate of amendment

> List the board and stockholder steps in § 242 for the change the lawyer names, and leave the vote result and the filing date blank. Do not prepare a form the statute does not contain.…

Canonical page: https://ailawframework.com/practice/commercial-and-corporate-advisory/build-the-asic-lodgement-sheet-after-a-change-to-the-company/united-states  
Last reviewed: 2026-10-22

Site index for agents: https://ailawframework.com/llms.txt

## Key facts

| Fact | Value |
| --- | --- |
| Practice area | [Commercial & Corporate Advisory (contracts, company law, governance)](https://ailawframework.com/practice/commercial-and-corporate-advisory.md) |
| Human involvement | Yellow: Lawyer and AI draft together |
| How AI is used | List the board and stockholder steps in § 242 for the change the lawyer names, and leave the vote result and the filing date blank. Do not prepare a form the statute does not contain. State law governs, and the lawyer confirms the governing state. For example, the Delaware General Corporation Law. Delaware is the most common state of incorporation. |
| What the lawyer must review | After the corporation has received payment for any of its stock, § 242(b)(1) requires the board to adopt a resolution setting forth the amendment, declaring it advisable, and either calling a special meeting of the stockholders entitled to vote or directing that the amendment be considered at the next annual meeting. Notice is given under § 222, which you open. Where a stockholder vote is required, the statute is satisfied if a majority of the outstanding stock entitled to vote, and a majority of the outstanding stock of each class entitled to vote as a class, is voted in favor. The section also allows the certificate to be filed if no stockholder vote is required. You decide which applies to this change. The certificate is executed, acknowledged and filed under § 103, which you open. This checklist is not a name-change draft and it is not the annual franchise tax report. You check it before anything is sent. State law governs, and the lawyer confirms the governing state. For example, the Delaware General Corporation Law. Delaware is the most common state of incorporation. |
| Written for | United States |
| Applies to | [Build the ASIC lodgement sheet after a change to the company](https://ailawframework.com/practice/commercial-and-corporate-advisory/build-the-asic-lodgement-sheet-after-a-change-to-the-company.md) |

## Checking plan

- What the AI does: List the board and stockholder steps in § 242 for the change the lawyer names, and leave the vote result and the filing date blank. Do not prepare a form the statute does not contain. State law governs, and the lawyer confirms the governing state. For example, the Delaware General Corporation Law. Delaware is the most common state of incorporation.
- Basis: Checked against the linked sources on 22 October 2026. Confirm the current instrument before reliance.

## Notes

- Section 103 is the filing mechanics. It was not opened. Do not describe a form it does not set out here.
- A change that is not an amendment of the certificate does not go on this checklist.
- State law governs; confirm the governing state before relying on this.

## Sources

- [Delaware General Corporation Law, Title 8, Chapter 1, Subchapter VIII (amendment of the certificate)](https://delcode.delaware.gov/title8/c001/sc08/index.html) (checked 2026-10-22)
- [ABA Formal Opinion 512, Generative Artificial Intelligence Tools (29 July 2024)](https://www.americanbar.org/content/dam/aba/administrative/professional_responsibility/ethics-opinions/aba-formal-opinion-512.pdf) (checked 2026-10-22)

## Forms and precedents for this task

| Form or precedent | Kind | AI level | Summary |
| --- | --- | --- | --- |
| [Share transfer completion and registration pack for a proprietary company: transfer form checklist, directors’ resolution, register entries and ASIC notice](https://ailawframework.com/precedents/commercial-and-corporate-advisory/share-transfer-completion-registration-pack.md) | Checklist | Yellow | Pack for completing an off-market transfer of shares in an Australian proprietary company: pre-completion checks, proper instrument of transfer, directors’ resolution to register, register of… |
| [ASIC Form 206: application for change of company type](https://ailawframework.com/precedents/commercial-and-corporate-advisory/form-asic-206-change-of-company-type.md) | Form | Yellow | Link to ASIC Form 206. The form page says it changes a company's type, for example from proprietary to public, and that it is lodged with Form 205. |

Signed-in accounts can read the full text of each one.

*Practice guidance for planning and review. Confirm current primary sources and the requirements of the actual matter. This is general information, not legal advice.*