How to File a California LLC or Corporation Amendment

Certain changes to your limited liability company (LLC) or corporation require notifying the state through an amendment. Whether you’re choosing a new business name or restructuring management, these changes need to be documented by filing California Articles of Amendment (California officially calls them an Amendment to the Articles of Organization for LLCs or the Certificate of Amendment of the Articles of Incorporation for corporations). Let’s walk through how to do this and how we can help. 

Amending a California LLC Articles of Organization

If you need to make changes to your California LLC, we’ll cover how in this section. If you’re making changes to a corporation, please keep scrolling to the section titled “Amending a California Corporation Articles of Incorporation.”

Step 1: Determine if you need to amend your California Articles of Organization

The Articles of Organization are what make a California LLC official and allow the entity to legally operate within the state. They request a variety of information, including:

• The LLC’s name
• Business address for the LLC
• Name and address of the agent for service of process
• How the LLC will be managed
• Name and signature of an organizer
• Additional provisions you wish to include

If any of this information changes, then the LLC will likely need to file an amendment.

Step 2: Identify what to change in your Articles of Organization

LLCs can change their company’s formation documents by filing the Amendment to Articles of Organization of a Limited Liability Company form with the Secretary of State. On this form, you can amend the following:

• The LLC’s name
• How the management of the company is vested
• Any additional provisions you included in your original articles

If you’re changing more basic information like your business address, an address for the manager(s), or the name or address of your agent for service of process, then you’ll file the California statement of information instead.

Why should I update my Articles of Organization?

If the information in your formation documents changes, the state needs to be updated for a couple reasons. First, the information on the form is public, so it needs to be up to date. The business information also needs to be up to date and accurate for state compliance and auditing purposes.

What happens if I don’t?

If your Articles of Organization form isn’t accurately updated, then you may not be able to access a Certificate of Good Standing (CGS). This is a legal document from the state that proves that your business is in compliance with state regulations. It’s often necessary for important business functions that require proof of your business’s legal status, such as fundraising from investors and lenders. States usually require a recent CGS or its equivalent if you want to do business there as a foreign (out-of-state) entity. Keep your business compliant so that you don’t miss out on any opportunities for growth.

Step 3: Gather the information you need to make the changes

Now that you’ve determined what information you’re going to be changing, it’s time to confirm that you have everything gathered and ready to file. For example, if you’re changing your name, you’ll need to verify what your old name was and check that you have the correct spelling for the new name. If you’re changing a provision you added to your articles, you’ll need to draft the amended section carefully so it accomplishes the goal you have for that section.

Step 4: File the Amendment to Articles of Organization with the Secretary of State

Now it’s time to file the paperwork. You can file the amendment directly with the Secretary of State. At the time of this writing, this form costs $30 to submit.

Remember: if you’re changing your address, an address for a manager or member, or the name and address of your agent for service of process, you’ll need to file a Statement of Information instead. You can do this through California’s Bizfile Online portal (you’ll need to create an account if you don’t already have one).

Amending a California Corporation Articles of Incorporation

Need to make changes to a California corporation? We’ll cover the essential steps here.

Step 1: Determine if you need to file a Certificate of Amendment

In California, the Articles of Incorporation formally create a corporation in the state. The form requests a variety of basic but important information, including:

• The name of the corporation
• Street address and mailing address
• Name and address of the agent for service of process
• Number of shares that the corporation is authorized to issue
• Other provisions you’d like to include
• Name and signature of each incorporator

If this information changes, there’s a good chance you’ll need to draft and file a Certificate of Amendment.

Step 2: Determine what information you need to update

California is a bit unusual in that they don’t provide corporations with a fillable form for the Certificate of Amendment; you’ll need to draft your own. Under state law, you can use your certificate to update this information:

• The name of the corporation
• The number of shares the corporation can issue
• Additional provisions that you included

Note: If you’re updating your business address or the information for your agent for service of process, you’ll use the Statement of Information to update that information instead.

Step 3: Gather the information you need to file an amendment

Before you can draft a Certificate of Amendment, you’ll need to gather the info you’ll be updating. For example, if you’re going to be updating the name, you’ll want to ensure you have the right spelling for your new name. If you’re changing the provisions you added yourself, you’ll want to ensure you get the wording right.

If you’ve already issued shares of stock, you’ll also need to ensure that the amendment has been properly approved by your shareholders; you’ll need to describe this approval in your certificate.

Step 4: Draft and file your Certificate of Amendment

California gives you a sample of the Certificate of Amendment to follow and instructions, but you’ll need to draft your own certificate. Once you’ve drafted your certificate, you can file it directly with the Secretary of State. At the time of this writing, the filing fee is $30 for filing by mail, with an additional $15 for filing in person.

Keep in mind that you’ll need to file a Statement of Information if you’re making other changes, such as changing the business address or the agent for service of process.

California Amendment to Articles of Organization or Incorporation vs. Restated Articles

You have the option to either amend or restate your formation documents. The process of restating an LLC or corporation’s formation documents is the same as for amending them. Other than a different form name, the information requirements, filing methods, and filing fees are the same. To file Restated Articles of Organization, file a Form LLC-10. Corporations will need to draft their own, but the state supplies instructions and a sample form.

California Amendment to Articles of Organization or Incorporation vs. Certificate of Correction

A Certificate of Correction differs from an Amendment to Articles of Organization. With an amendment, you’re changing information within the Articles of Organization/Incorporation. With a Certificate of Correction, you’re correcting inaccurate information or defectively signed Articles of Organization/incorporation. 

To file a Certificate of Correction, submit a Form LLC-LP-11 or Form CORR-CORP with the Secretary of State, Business Entities Filings Unit, by mail or in person. 

For accurate filing fee information, check the Secretary of State’s website. 

Rely on us to help keep your business compliant!

A California business amendment requires filing the appropriate and accurate documentation. This is incredibly important if you want your company to remain in good standing with the state. 

We can help file your amendment with our amendment services. If you would like to avoid the hassle of regular state filing requirements and receive help with two yearly amendments, check out our Worry-Free Compliance service. We’re here to make life easier so you can focus on running your business.