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Section 118. Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year
us SEC - C&DI - Exchange Act Form 8-K
Question 118.01
Question: Does the restatement of a registrant’s articles of incorporation, without any substantive amendments to those articles or any requirement to be approved by security holders, trigger a Form 8-K filing requirement?
Answer: No. An Item 5.03 Form 8-K is not required to be filed when the registrant is merely restating its articles of incorporation (e.g., a restatement that merely consolidates previous amendments without any substantive changes to the articles of incorporation). However, the Division staff recommends that a registrant refile its complete articles of incorporation, if restated, in its next periodic report for ease of reference by investors. [April 2, 2008]
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