How to Amend a Connecticut Certificate of Incorporation

Connecticut state law requires that every person who wants to start a domestic corporation file the appropriate forms with the Secretary of the State’s office. The most important of those forms is the Certificate of Incorporation (COI). You must complete the Certificate of Incorporation and file it with the state before operating your business as a for-profit corporation.

The COI for your company must include:

• Your corporate name
• The number of shares the corporation may issue
• A street address for the corporation’s initial registered office
• The identify of your registered agent
• The name and address of all incorporators

You may include other information if you wish regarding the affairs of your corporation.

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Step 1: Determine if you need to change your Connecticut Certificate of Incorporation

Connecticut requires a COI to make the corporate entity legal. Before you file your COI, the business doesn’t enjoy the same tax benefits or the same protection from individual liability. Therefore, filing the COI as soon as possible is a priority in many cases.

The reason Connecticut corporations need to amend their COI is grounded in sound public policy.  The State of Connecticut has an obligation to protect the public interest. The state advances the public interest by requiring all corporations to file amendments to their COI so that the public can readily access vital information concerning the corporation.  For example, the public has a right to know the current corporate address and the current agent for service of process, for legal, compliance, and auditing concerns.

There are penalties or consequences for not keeping your COI up to date. For example, you need to have a current COI if you want to get a Certificate of Good Standing from the Secretary of the State. Your corporation might need a Certificate of Good Standing to obtain a loan or to open a business in another state. You can’t expand and grow your business if you’re unable to obtain financing, raise capital, or open a new place of business in another state.

Step 2: Review the requirements for your Connecticut amendment

Connecticut’s business laws tell you when you need to file a Certificate of Amendment to your Articles of Incorporation. Essentially, you must file a Certificate of Amendment any time you alter any information that you included in your original Certificate of Incorporation. You also need to file a Certificate of Amendment if you add information about your business to the original COI. 

Connecticut’s Secretary of the State will update your corporate information upon receipt of your Certificate of Amendment. However, keep in mind that the Secretary of the State requires you to file supporting documents that show the authority to make the changes you want to your corporation. Specifically, Connecticut law requires that the documents you file bear the signature of a person authorized to sign on behalf of the corporation. Additionally, any changes to the original COI that require shareholder approval must be supported by evidence that the shareholders voted in favor of the amendment.

Step 3: Gather information for your Connecticut amendment

The Secretary of the State of Connecticut has a form you can use to amend your original COI. You must include the exact name of your corporation as it appears on the COI. Remember that the legal name of your corporation also includes the designation you gave it such as Corp. or Inc. 

Step 4: File your Connecticut amendment

In addition to providing the legal name of your corporation, you must include a signature from a person authorized to sign legal documents on behalf of the corporation. The Secretary of the State permits digital signatures if you choose to file the Certificate of Amendment digitally.

There is an exception to the general rule that you need to file a Certificate of Amendment every time you change the information included in the original COI. The Secretary of the State of Connecticut won’t accept changes regarding your registered agent in a Certificate of the Amendment unless you file the form designed for that purpose. 

What can (but doesn’t have to be) changed in a Certificate of Amendment?

You can change information about your corporation’s board of directors as well as the principal address of your corporation in a Certificate of Amendment. However, Connecticut law allows you to change that information more efficiently and save money by making those changes when you file your annual franchise tax report. In addition, the Secretary of the State’s office permits you to use other forms to change that information if you don’t want to include it in your annual franchise tax report.

Why distract yourself from managing the day-to-day operations of your business by worrying about what to file and when? We can ease the burden of knowing what to file and when with our Worry-Free Compliance, registered agent, and amendment services.

Connecticut Articles of Amendment and Restated Articles of Incorporation

These documents serve different purposes. A Certificate of Amendment allows you to add to your Articles of Incorporation and make changes. Conversely, a Restatement of Certificate of Incorporation re-establishes the original COI.  

The Secretary of the State of Connecticut allows you to use the form for amending your Certificate of Incorporation to amend and re-establish your original COI. Using one form streamlines the process. 

Want to streamline your compliance needs further? Rely on us to take care of your compliance needs. We include two amendments as a part of our Worry-Free Compliance service.