What are Articles of Amendment?
If you make certain changes to your corporation or LLC, you’ll need to notify your state’s business filing office to stay legally compliant. This is done by filing a document called Articles of Amendment (also called the Certificate of Amendment or other names in some states).
In this guide, you’ll get a good idea of what to include with your Articles of Amendment and how to submit changes to the business filing department in your state.
Why would I need to change my Articles of Organization or Articles of Incorporation?
When your LLC or corporation was originally formed, you were required to file a copy of your Articles of Organization (or Articles of Incorporation) with the state. The Articles of Organization typically contains important information such as your business’s name, address, members, and the name and address of the business’s registered agent. Any changes or additions to this information need to be reported to the state. There are a few reasons why:
- It keeps your public information current in case someone needs to contact you by phone or mail.
- You need a registered agent to receive legal notices on your behalf, and their contact information needs to be kept up to date. If a person is no longer serving as your registered agent or their contact information isn’t correct, your business could be sued without you knowing it. This can lead to a default judgment against your business, which can cost you thousands of dollars, among other consequences.
- Information about the LLC/corporation must be accurate for auditing and compliance purposes.
Are there penalties if I don’t?
If your state determines that your business made changes that weren’t reported, there may be a number of penalties that can cause serious issues down the road. Here are a few examples:
- Your LLC or corporation may be involuntarily dissolved by the state. If this happens, your business will no longer be legally allowed to operate in the state. Additionally, if you don’t have a registered agent or didn’t report changes in their contact information, you might not receive the notice that the business was dissolved. Continuing to operate as normal can expose you to personal liability for breaking the law.
- The business may be unable to get a Certificate of Good Standing (called a Certificate of Status, Certificate of Existence, or Certificate of Authorization in some states). This document proves that your company is legally registered and authorized to do business in the state.
- Without a Certificate of Good Standing (CGS), your business’s potential for growth and its ability to raise capital will be limited.
Not having a Certificate of Good Standing can harm your business in other ways
The following are some reasons you may need to obtain a current CGS for your business :
- Opening a business bank account
- Applying for loans
- Getting insurance for the business
- Attracting new business partners
- Renewing licenses and permits
- Setting up an account to process customer credit card and debit payments
- Registering to do business in a different state
- Filing lawsuits on behalf of the business
- Selling the business
Not having a Certificate of Good Standing strips your business of the right to use its name in the state. This may give other businesses the opportunity to obtain rights to the name if you don’t restore your good standing status quickly enough.
Because failing to file your Articles of Amendment can cause so many headaches for you, it’s best to report all changes to the state promptly. Filing the Articles of Amendment is a fairly straightforward process with easy-to-follow instructions, in most states.
Keep your company compliant with Articles of Amendment
What changes need to be reported in the Articles of Amendment?
If you need to make an amendment to your Articles of Incorporation or Articles of Organization, the changes you’re required to report vary by state. A few common examples include changes to:
- The business’s name and address (ensure the name is unique and available before filing to avoid rejection by the state)
- The business’s purpose and activities
- The registered agent’s name and address (must be a physical street address in the state where your business is registered)
- Names of members, managers, and directors
- The number of directors
- Any other provisions you want to add, alter, or delete
Some states might require a form other than the Articles of Amendment, or you might need to include an additional form with your Articles of Amendment to report certain changes. Many states also have a separate form that’s used to change your registered agent. This form might be called Notice of Change of Registered Agent, Statement of Change of Registered Office, or a similar title, depending on the state. Most states charge a fee to file a Notice of Change of Registered Agent. However, it’s free in some states, including Arkansas, Montana, Idaho, and Iowa.
Many states allow you to make changes on your annual report, which is filed with the state every year to show that your business is still operational. Several states don’t have an annual report requirement, and some might require a report every other year or at other fixed intervals. Pennsylvania, for instance, only requires a report every 10 years.
Annual reporting requirements are usually different for LLCs and corporations, as well. Filing fees can vary significantly depending on state and entity type. Fees can be as low as nine dollars or more than $100. Check with your state’s business filing department to determine rates and confirm your reporting obligations.
What information do I need to file the Articles of Amendment?
This varies by state, but most states typically require:
- The business’s name, principal place of business, and mailing address (if it’s different from the principal place of business)
- Effective start date of the corporation/LLC
- Description of the corporation/LLC’s activities
- Names and addresses of owners and officers
- Name and street address of the registered agent
- Statement that the changes have been approved by the members or board of directors
- Signatures of organizers listed in the Articles of Organization
Include all the amendments you want to make, and be sure to write them as specifically worded as possible to avoid any ambiguity. If you’re not sure how to phrase your amendments, consider consulting an attorney for assistance.
You’ll also need to pay a fee to file your Articles of Amendment. This usually costs about $25 to $100 but can be lower or higher depending on your state. Some states also charge a special handling fee if you choose to drop off your Articles of Amendment in person. If you need to file in a hurry, many states offer an expedited filing service for an additional fee. In some states, such as New York and Georgia, you’re also required to publish changes to your Articles via public announcement in a local newspaper.
ZenBusiness can make filing your Articles of Amendment easier with its worry free compliance service.
Articles of Amendment vs. Statement of Correction
Compared to the Articles of Amendment, which are used to change or add information about your business, a Statement of Correction may be used to fix mistakes in a business filing. Such mistakes include misspelled names, missing letters, and transposed numbers in a phone number or address, among others.
Laws for what can be corrected vary by state, but in general, you’re allowed to correct a filing if:
- The record contains mistakes
- The record included an inaccurate statement at the time of filing
- The record’s electronic transmission was defective
To file a Statement of Correction, you’ll usually need to provide the following information:
- The business’s name as currently shown in state records
- Name and ID number of the document you want to correct
- Date the document was filed
- The exact statement that needs to be corrected and the reason the correction is needed
- The corrected statement
- Your signature or the signature of an authorized representative
The filing fee for a Statement of Correction may cost between five dollars and $50, depending on the state. The document should be sent to your state’s business filing office (this is the Secretary of State, in many cases).
Restatement of Articles of Organization or Incorporation
In many states, you can file a Restatement of Articles of Organization or Incorporation if you need to replace entire sets of bylaws with an updated version. This differs from the Articles of Amendment, which you’ll use to change specific pieces of information only.
Some states allow you to restate your Articles of Incorporation/Organization instead of, or in addition to, filing Articles of Amendment. Once you’ve filed your Articles of Amendment in such a state, you may be able to file Restated Articles if more changes need to be made in the future. Other states, such as Hawaii, don’t allow any new amendments to be added to your Restated Articles of Incorporation. In this case, the Restated Articles simply combines the original document and amendments already on file into a single document.
As with Articles of Amendment and Statements of Correction, you’ll need to send your Restatement of Articles to the state’s business filing department. Filing fees can range from five dollars to more than $100.
Laws pertaining to a Restatement of Articles can be complex and vary significantly, so consult your state’s business filing department to find out what yours allows.
If your LLC or corporation needs to report changes on the Articles of Amendment, you may be unsure where to start. Let ZenBusiness give you a helping hand with its amendment service and worry free compliance service, which comes with two amendments per year.
- Do I need an attorney to file Articles of Amendment?
An attorney isn’t legally required to file, but it’s a good idea to consult one before amending your Articles. The attorney will be familiar with your state’s laws and can help you draft amendments that are clearly written and legally compliant. An attorney may also sign your Articles of Amendment if they’re an authorized representative of your corporation or LLC.
- What business changes can be reported in the Articles of Amendment form?
This can be different depending on the state, but you’re usually required to report changes to the business’s name, address, purpose/activities, owners, and other important information. You may be able to report changes to your registered agent’s information, too, although some states require a separate form for this.
- Are Articles of Amendment the same as an annual report?
Most states require some form of reporting on the status of your business either annually or every couple of years. Articles of Amendment are different because they’re not required unless you’re making changes to information for your corporation or LLC. They have similarities, though. In some states, certain changes can be listed on the annual report instead of, or in addition to, the Articles of Amendment.
- How long does it take to file Articles of Amendment?
This depends on your state’s processing time, but it usually takes between two and four weeks for Articles filed by mail. Expedited processing (available for an extra charge) can shave weeks off of your wait time. Expedited articles are processed in a guaranteed time frame and may be reviewed within 24 hours of receipt, depending on your state. Filing online is the fastest method, although electronic submission may not be allowed in some states.
- What will I receive from the state when the Articles of Amendment are filed?
Depending on the state, you may receive a letter of acknowledgment along with a copy of your Articles. There might be an additional fee for a certified copy of your Articles in some states. Additional uncertified copies can also be ordered for a small fee.
Corporate Amendment in Your State
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