Articles of Amendment: Everything You Need to Know

After the Articles of Incorporation that you submit when you file your business formation, the Articles of Amendment form is one of the most important documents you can send to the state.

Also called a Certificate of Amendment (and sometimes a Certificate of Change), it details material and substantive changes to your business. Furthermore, it’s a vital document if you want to remain in good standing and compliant with your state’s regulations.

This page explains everything you need to know about Articles of Amendment, the pitfalls to watch out for, and how to get your filing completed fast.

What are Articles of Amendment?

When you filed your business formation documents with the state (forming your LLC, nonprofit or corporation), you created Articles of Incorporation (also called a Certificate of Incorporation) that detailed key information about your business’s structure, operating procedures and legal representatives.

Naturally, as your business grows and develops, it changes. It’s important to stay on top of these changes as sometimes you need to notify the state formally that there’s been a significant shift, meaning your Articles of Incorporation are no longer accurate.

As well as making sure your business is keeping to its legal requirements, staying on top of how things are developing helps you to stay organized and understand where your business is going.

Furthermore, remaining compliant, and being able to explain why you are compliant, is essential for building trust and a strong reputation with clients, investors, and potential business partners.

What kind of changes can you make filing Articles of Amendment?

The amendments you can make to your business’s incorporations vary depending on the state where you filed for your formation.

For exact advice on your filing obligations, reach out to IncReg and we’ll let you know exactly what you need to do to keep your business on the right side of your state’s compliance regulations.

Broadly, these are the areas where you must file Articles of Amendment when there is a change:

• Your business name and address – This is especially important if you can no longer receive mail at the main address you used when you formed your business.
• A change to the kind of business you have, its type and purpose – For example, you usually only need to state general aims for your business purpose. However, if you are changing from customer retail to something very different—like business services—you’ll likely need to record the change.
• Changes to any of the numbered articles in your Certificate of Incorporation – Check your documents carefully to see if anything listed is no longer accurate for your incorporation.
• A change to your Registered Agent – Failing to update this important designation could not only leave you not complying with your state’s regulations but also unaware of important legal communications.
• Shares and shareholders – If you are running a corporation, you’ll need to file a change for anything related to share values or classes. The same goes for shareholder or board approval statements.

Do you need to file Articles of Amendment for a minor change?

If you aren’t sure whether you need to file Articles of Amendment, the best thing to do is to contact our experts at IncReg. Highly knowledgeable in business formation services, we will assess your business needs, the change you are making, your state’s requirements, and take care of any filing for you.

What information do you need?

To file your Articles of Amendment and make sure your business is compliant, you’ll need to prepare some information in advance. This information varies by state, however, usually, you will need:

• Signatures from everyone tasked with making decisions for your business. For an LLC that would be all the members. If you have a corporation, you’ll need named board members.
• Details of your new registered agent.
• An exact description of the change.
• An explicit reference to the numbered Articles of Incorporation that you are changing.
• You may also be asked to explain how you are going to implement the change, especially if this relates to changing provisions for shares issued by a corporation.

How to file your Articles of Amendment

First, you’ll reach out to your Secretary of State’s office to check that you need to file an amendment and how to go about it. Note that an important point to check is whether you can file your amendment electronically. After you’ve done this, you can start the process of filing.

• Get the correct form – Your Secretary of State’s Office should explain the kind of form that you need to file your amendment.
• Complete the form with all the necessary information and signatures – Check that this covers all the requirements before you submit your form as failing to do so could lead to your filing application being rejected.
• Pay your filing fee – You’ll need to ensure you pay the correct fee for the type of amendment you want to make.
• Check if you need to resubmit any of the original Articles of Incorporation – In some cases, this is optional. Nevertheless, we always recommend that all your filed documents provide an accurate picture of your business. This is especially important if you need verification, like a Certificate of Good Standing, which lists the documents the state has on file for third parties to check.
• Submit your Articles of Amendment – Whether electronically or in hard copy, the state will process your change and confirm your amendment. How long this takes depends on your state and how busy the relevant office is when you send your Articles of Amendment or Certificate of Amendment for processing. In some states, it can take several weeks, and in others, just a few business days.

Use IncReg to file your Articles of Amendment

It’s wise to get good legal advice before you file your Articles of Amendment as this isn’t an area where you want to make any mistakes or errors. Even better, IncReg will take care of the whole process for you, leaving you to focus on growing your business.

You can rely on IncReg’s team of legal and business experts to:

• Assess your business needs
• Collect and verify all your filing documents
• Comply with state regulations
• Process your amendment with speed and efficiency