---
title: "Prepare an amendment to change a corporation's name"
url: "https://ailawframework.com/practice/commercial-and-corporate-advisory/prepare-the-company-name-change-pack/united-states"
type: "task_jurisdiction_version"
site: "AI Law Framework"
id: "A1-J20261018-1-US"
practice_area: "Commercial & Corporate Advisory (contracts, company law, governance)"
tier: "yellow"
lawyer_review: "required"
jurisdictions: ["US"]
last_reviewed: "2026-10-22"
---

# Prepare an amendment to change a corporation's name

> Draft the name-change amendment from the current name and the proposed name the lawyer supplies, and leave the approving-vote blanks empty. State law governs, and the lawyer confirms the governing state.…

Canonical page: https://ailawframework.com/practice/commercial-and-corporate-advisory/prepare-the-company-name-change-pack/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 | Draft the name-change amendment from the current name and the proposed name the lawyer supplies, and leave the approving-vote blanks empty. 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 a corporation has received payment for any of its stock, § 242 allows the certificate to be amended, and § 242(a)(1) includes a change of the corporate name. The amended certificate may contain only what could lawfully be put in an original certificate filed at that time, so the new name still has to satisfy § 102. Section 242(b)(1): the board adopts 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 of that meeting is given under § 222, which you open. The notice sets forth the amendment in full or a brief summary of the changes, unless it is a notice of internet availability of proxy materials under the rules under the Securities Exchange Act of 1934. 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 whether this name change requires a stockholder vote. Section 242(b)(2) lists the changes that entitle a class to vote as a class. A change of name is not in that list. You still read (b)(2) and the certificate. If the certificate requires a greater vote, § 242(b)(4) requires that greater vote to change the provision. Before any payment for stock, § 241 allows the amendment, adopted by a majority of the incorporators if directors were not named or have not been elected, or by a majority of the directors if they were named or have been elected and qualified. The certificate certifies that the corporation has not received any payment for any of its stock, or that it has no members, as applicable, and is filed under § 103. You read the sentence on persons who are substantially and adversely affected. You check the name against § 102, including its waivers, before anything is filed. 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 | [Prepare the company name change pack](https://ailawframework.com/practice/commercial-and-corporate-advisory/prepare-the-company-name-change-pack.md) |

## Checking plan

- What the AI does: Draft the name-change amendment from the current name and the proposed name the lawyer supplies, and leave the approving-vote blanks empty. 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

- A change of name is not one of the class-vote changes § 242(b)(2) lists. Read (b)(2), § 222 and the certificate before the notice goes out.
- Other states amend a formation document under their own statute.
- 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)
- [Delaware General Corporation Law, Title 8, Chapter 1, Subchapter I (formation)](https://delcode.delaware.gov/title8/c001/sc01/index.html) (checked 2026-10-22)

## Forms and precedents for this task

| Form or precedent | Kind | AI level | Summary |
| --- | --- | --- | --- |
| [ASIC Form 205: notification of resolution](https://ailawframework.com/precedents/commercial-and-corporate-advisory/form-asic-205-notification-of-resolution.md) | Form | Yellow | Link to ASIC Form 205, the notification that a resolution has been passed. The form page gives it for a change of name or type, an altered constitution, or a winding up. |
| [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. |
| [ASIC Form 410: application for reservation of a name](https://ailawframework.com/precedents/commercial-and-corporate-advisory/form-asic-410-reservation-of-name.md) | Form | Yellow | Link to ASIC Form 410, used to reserve a proposed company name. The form page lists a $65 fee for a new company, a change of name, and a foreign company transferring registration. |

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.*