Discover how amending your Certificate of Organization or Certificate of Incorporation in Connecticut can safeguard your business’s compliance and long-term success.
To change, update, or add to the organizing document for your limited liability company (LLC) or corporation, you may need to file a Connecticut Certificate of Amendment. Connecticut uses different terminology than most other states, referring to Articles of Organization as a Certificate of Organization and Articles of Amendment as a Certificate of Amendment. So what is an amendment, and why would you need to submit one? Let’s take a closer look at the process and learn how we can help.
If you need to make changes to your Connecticut LLC, we’ll show you how in this section. But if you need to update a corporation, please keep scrolling to the section titled, “Amending a Connecticut Corporation Certificate of Incorporation” for more information.
In Connecticut, the Certificate of Organization is the form that officially creates an LLC in the state; until this form is filed, an LLC technically doesn’t even exist. This form requires you to provide a lot of information about your business, including:
Generally speaking, if you need to make changes to this information, then you’ll need to file an amendment.
Connecticut LLCs need to use the Certificate of Amendment form to file their make changes to their business. This form lets you make a variety of changes such as your business name, the information for your members or managers, and more. Basically, as long as a change is permitted by law, then you can make it using the Certificate of Amendment.
Before you dive into the paperwork step, it’s helpful to gather the information you’ll need to make your desired changes. For example, if you’re going to be updating your business name, you’ll want to check the spelling of your new name and the designator you want to use. If you’re changing one of the provisions you added, you’ll want to double-check that you have the correct wording so the amendment accomplishes the goal you had in mind.
The form also asks for the current full name of the business and contact information for the person filing the document, so make sure you have that information on hand, too.
Keeping your business compliant with state business regulations helps it maintain its entitlement to all of its legal benefits. When you file your entity as a legal LLC in Connecticut, all information included in your filing becomes public knowledge. If your information changes but you don’t update it, the public may not have accurate contact information. Any changes in your registered agent should be reported as well since they are responsible for receiving service of process and other important communications on behalf of your business.
If you don’t meet the state’s filing requirements, which includes amending your LLC’s Certificate of Organization if necessary, the state won’t issue you a Connecticut Certificate of Legal Existence (also referred to in other states as a Certificate of Good Standing). This certificate is necessary when working with banks and other financial institutions to secure a loan or open a bank account. Sometimes vendors won’t enter into an agreement with a company unless it can show it’s in good standing with the state. Additionally, you will likely need one if you want to start operating your business in another state. Thus, inability to get a Certificate of Legal Existence from the Secretary of State’s office can significantly stunt your LLC’s growth.
Now it’s time to file your paperwork. You can file this form online through the state’s online filing portal. If you prefer paper forms, you’ll need to download the Certificate of Organization (make sure you get the LLC version), submittable in person or by mail to the Secretary of State’s office. Either way, you’ll need to fill out the form with the information you gathered in step 2.
At the time of this writing, this form costs $120 to submit. Once your paperwork is processed, your amendment will go into effect.
Need to make changes to your Connecticut corporation? We’ll show you how in this section.
In Connecticut, the Certificate of Incorporation is the form that officially registers a corporation; until this form is processed, a corporation technically doesn’t exist. This form asks for a variety of info about your business, including:
Generally, if you need to make changes to this information, then you’ll need to file an amendment.
The Certificate of Amendment is the form you’ll use to amend your Certificate of Organization. This form lets you make a variety of changes, including your business name, the shares your corporation issued, and more.
Before you jump into the paperwork process, it’s helpful to gather the information you need to make your desired changes. For example, if you’re going to be updating the shares your corporation can issue, you’ll need to check the number of shares you previously issued along with the totals for each new class of shares and their par values.
The form also asks for some information about your business, including your company name and information about how your amendment was approved. Having all of this information on hand can help streamline your filing process.
Now it’s time to file your paperwork with the Connecticut Secretary of State. Currently, the state allows you to file online, in person, or by mail. If you use electronic filing, you’ll need to log into the state business filing portal to make your amendment. But if you’re filing a paper form, you’ll have to download the Certificate of Amendment form from the Secretary of State’s website (make sure you get the version for corporations; the form for LLCs is also called a Certificate of Amendment). Either way, you’ll fill in the form with the information you gathered during step 2.
At the time of this writing, this filing costs $100 to submit. Once this form is processed, your amendment will go into effect.
On the Certificate of Amendment form, you have the option to either amend or restate the Certificate of Organization or the Certificate of Incorporation. By amending, you’re changing, adding to, or subtracting from the original Certificate, and the original and amended parts are read together. A restatement replaces the entire original text of the certificate and incorporates the amendments within.
If you only need to make small adjustments to the Certificate of Organization or Certificate of Incorporation, such as changing the business name, then an amendment may be the best option. However, if more substantial changes are necessary, you might consider restating the certificate entirely. A business law attorney can help you decide what is best for your business.
In Connecticut, the Certificate of Amendment form is also used to restate the formation Certificate. You simply check the box that indicates whether you’re amending, amending the name only, amending and restating, or just restating. The fees, methods, and filing information are the same.
Remember, with our Worry-Free Compliance service, we can handle filing your Connecticut business amendment.
If the information on your Certificate of Organization is inaccurate, Connecticut law requires that you file a Statement of Correction. By doing this, you’re not amending anything, but rather correcting the record if:
Connecticut’s Business Services Division doesn’t provide a form for filing a Statement of Correction, but the statement must:
The statement of correction needs to be filed with the Secretary of State.
When it comes time to make changes to your Connecticut LLC or corporation, it’s important to follow the correct procedures by documenting the changes with a Certificate of Amendment. Falling out of compliance with state law can be detrimental to your business. That’s where we come in. If you need support filing an amendment, we’re right here to help with our amendment filing service.
When you choose our Worry-Free Compliance service, we provide more comprehensive support by monitoring your status with the state, alerting you if you’re not in good standing, and helping you with an action plan to get you back on track. We’ll send you reminders about upcoming deadlines and file two yearly amendments if needed. Let us know how we can help.
FAQ
You don’t need an attorney to make an amendment. Keep in mind, however, that the Secretary of State’s office can’t provide legal advice, but only answer general filing questions. If you have a legal question, you’ll need to speak with a business attorney.
With a Certificate of Amendment, you can change your business name and amend any parts of the original Certificate of Organization or Certificate of Incorporation. You need a different form to change the business address, registered agent’s name or address, and manager/member information.
With an annual report, you can update the business address, member or manager information, and the registered agent’s contact information of your LLC or corporation. However, you can’t add additional articles to the Certificate of Organization. That’s what you can do with a Certificate of Amendment.
Filing an amendment only takes minutes once you have all the correct information. Receiving confirmation from the state can take a few days to even weeks depending on the workload that the Secretary of State’s office is dealing with at the time.
Once accepted, you will receive confirmation from the Secretary of State’s office via mail at the address given on your amendment form.
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.
Written by Team ZenBusiness
ZenBusiness has helped people start, run, and grow over 700,000 dream companies. The editorial team at ZenBusiness has over 20 years of collective small business publishing experience and is composed of business formation experts who are dedicated to empowering and educating entrepreneurs about owning a company.
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