Certificate of Amendment Definition

Certificate of Amendment is a legal document that a company files to officially change or modify its articles of incorporation or organization, typically to update information like the company's name, address, or the number of authorized shares.

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Why would your business need to file a Certificate of Amendment?

Formation documents can have several different names depending on the type of business you have and the state where the business was formed, such as a Certificate of Formation, Articles of Incorporation, and more. 

These formative documents are required to make your business official with the state. They contain all relevant basic information about your company, much like a birth certificate, but over time, this information can change. Changes are often necessary to allow your business to grow, expand, and keep up with the competition in the marketplace. Changes must be filed with the state for your business to remain compliant. 

Certificate of Amendment Examples of Changes

The exact information you’re permitted to change using a Certificate of Amendment differs from state to state. Here are some things that you may be able to change with this document:

  • The official name of your business
  • Principal business address
  • Company mailing address
  • A specific provision number in the formation document
  • Change to the original purpose of the business
  • Changes to Registed Agent authorization
  • Changes to classes or value of corporate shares
  • An approval statement by the shareholders
  • An approval statement by the board of directors

Some states require separate, specific documents for amendments to certain components of a business’s formation documents. Check with the state governing body to determine the best way to file your amendments. You can also have us help take care of that with our Amendment Service

Why is it important to file a Certificate of Amendment?

The information included in your formation document is the official information the state has on record for your legal entity. Whenever that information changes, it also has to be updated with the state for you to remain compliant. 

A Certificate of Amendment informs the state that the appropriate officials within the company have consented to the change or changes. One of the most important Certificate of Amendment benefits is that approval by the state certifies that your business has met the legal requirements to make the change and that it’s official. 

Officially amending your formation documents will help you stay organized internally and compliant with the state. Remaining compliant is crucial for continued operation and the ability to demonstrate organization to perspective investors, shareholders, members, and lending institutions. 

Amending a Business Name

It’s important to note that changing a business name doesn’t alter the requirements of the name. You will still need to take into consideration state rules and regulations regarding business names, just like you did when choosing the original name. Consider using our Business Name Checker to ensure your business name is available. You may also choose to reserve your business name. This isn’t required in all states. 


The Certificate of Amendment, by definition, is a legal document that a business must complete, indicating changes to the organization. This document is needed whenever a company has to edit, add, or delete information from its original formation documents. 

How we can help

Changes are inevitable for most businesses. This is how growth happens, and we’re here to help guide you through the process. One of the simplest ways to remain compliant with all your business filings is by using our Worry-Free Compliance Service, which also includes up to two amendment filings per year. Let us help you stay on track with all the pesky paperwork so you can concentrate on running your business. 

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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