How to Amend a California Articles of Incorporation

Discover the crucial reasons for amending your Articles of Incorporation in California to align with your evolving business requirements. Explore our detailed guide for expert insights, ensuring a smooth and effective amendment process for your company.

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Most California corporations will make changes to their Articles of Incorporation (AOI) at some point. If and when yours does, it’s important to know what information you should update with the state. Don’t know where to begin? Learn how to file an amendment to a corporation in California, and see what we can do to help. 

What are California Articles of Incorporation? 

California requires corporations to file Articles of Incorporation with the Secretary of State to register and operate in the state. These Articles of Incorporation outline important aspects of the business. Examples of information detailed in the AOI include:

  • The corporation’s name
  • Name and address of the registered agent
  • The corporation’s address
  • Number of shares issued
  • Name and signature of incorporators

We provide California corporation formation services to help you complete your Articles of Incorporation and form your business.

Step 1: Determine if you need to change your California Articles of Incorporation 

It’s not uncommon for changes to arise in the course of running a corporation. In fact, most corporations will experience changes for a variety of reasons throughout the life of the business. When there are changes to the information filed in the Articles of Incorporation, make sure that you update your corporation’s information with the Secretary of State. 

Not only is it required by state law to update your California Articles of Incorporation, but there are many other reasons why it’s imperative that you do so. For example, properly amending your Articles of Incorporation can ensure that your corporation continues to: 

  • Receive the benefits of being a registered entity
  • Provide accurate contact information to the public
  • Receive important legal notices

In short, keeping your corporation’s information updated allows other parties to find you if necessary, provides the information for your registered agent, and helps your business maintain legal compliance with the state.

Are there penalties if I don’t amend my California Articles of Incorporation?

Failure to properly and timely amend your California Articles of Incorporation can get your business in hot water. 

This can result in an inability to get a Certificate of Status, which can lead to a host of other problems. For example, other parties doing business with your corporation could request a Certificate of Status to verify the status of your business prior to allowing you to do things like: 

  • Enter into a contract
  • Apply for a loan
  • Open a bank account

The ability to secure a Certificate of Status provides businesses with more potential for growth and the ability to raise capital for the future. So don’t forget to appropriately amend your California Articles of Incorporation when necessary. 

Step 2: Review the requirements for your California amendment

To amend your Articles of Incorporation, you will need to file a California Certificate of Incorporation amendment (Certificate of Amendment). You can update the information included in your Articles of Incorporation by filing the Certificate of Amendment with the Secretary of State. Depending on the changes being made, the state may also require supporting attachments that document the changes.

What changes need to be reported in amendment articles? 

Most information included in the original Articles of Incorporation can be changed by filing a Certificate of Amendment. Common reasons for filing a Certificate to Amendment include changes to the:

  • Corporation’s name
  • Statement of purpose
  • Number of shares of stock issued

When you’re ready, you can file your Certificate of Amendment with the California Secretary of State Business Programs Division.

What cannot be changed in a Certificate of Amendment?

It’s important to note that there are certain things that can’t be changed in a Certificate of Amendment. These items include changes to the: 

  • Name and address of the initial registered agent
  • Corporation’s initial street and/or mailing address
  • Names and addresses of the corporation’s initial directors

Changes to the corporation’s address or the name and address of the initial registered agent can be changed. However, this will require a separate filing to do so. 

Need help making changes to your Articles of Incorporation? We can make this easier with our Worry-Free Compliance service, which includes two amendments each year.

Step 3: File your California amendment

Before filing your Certificate of Amendment, make sure that you have all the information you’ll need. Specifically, you will need the name of the corporation as initially filed with the Secretary of State, including any punctuation and abbreviations, as well as the seven-digit Entity Number issued to the corporation by the Secretary of State upon formation. 

California Certificate of Amendment vs. Restatement of Articles of Incorporation

While a Certificate of Amendment and a Restatement of Articles of Incorporation might sound similar, it’s important to know the difference between the two. 

When you file a California Certificate of Amendment, the original Articles of Incorporation still control. Only the information altered or added by the Certificate of Amendment is changed. 

Filing a Restated Articles of Incorporation, on the other hand, replaces the original Articles of Incorporation completely. Alternatively, you can use the Restated Articles of Incorporation to combine the Articles of Incorporation and any amendments into one document for easy reference. 

Let our services help you stay compliant in California

Keeping up with all these changes can be difficult and overwhelming, especially when you have so many other things on your plate. In addition to our Worry-Free Compliance, we also offer agent for service of process and amendment services

California Amendment FAQs

  • Corporations, including for-profit and nonprofit corporations, may need to file a California Certificate of Amendment. Additionally, limited liability companies (LLCs) may need to file one as well.

  • The cost to file a Certificate of Amendment in California is subject to change. Thus, make sure to check in periodically with the Secretary of State for the most up-to-date fee information.

  • The Certificate of Amendment must be signed by an officer of the corporation. This will often be the president or secretary of the entity.

  • There are a few ways you can file your California Certificate of Amendment. California allows corporations to file a certificate of amendment online, by mail, or in person.

  • No. California requires corporations to file a Certificate of Amendment following a change to the information contained in the Articles of Incorporation, whenever that may occur. On the other hand, California requires corporations to submit an annual report every year, whether changes occurred or not. California refers to annual reports as a Statement of Information.

Disclaimer: The content on this page is for information purposes only and does not constitute legal, tax, or accounting advice. If you have specific questions about any of these topics, seek the counsel of a licensed professional.

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Written by Team ZenBusiness

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