Explore why amending your Florida Articles of Organization or Articles of Incorporation is vital for compliance and adaptability. Delve into our guide below for expert insights.
Owning a business is an exciting venture. Over time, though, you may find that your business grows and its information changes. If you want to make changes to your business’s legal structure, you’ll need to file an amendment to your Florida limited liability company (LLC) or corporation. Not sure how to file an amendment to your Florida Articles of Organization or Articles of Incorporation? Read on to learn more about the process and how we can help.
Need to make changes to the formation documents of a Florida LLC? We’ll explain how in this section. If you need to make changes to a corporation, keep scrolling to the section titled “Amending a Florida Corporation Articles of Incorporation.”
The Articles of Organization is the form that officially creates your LLC in the state. This form requires a lot of start-up information, including your LLC name, your registered agent information, your business contact information, and the individuals who will manage and own your company. Generally speaking, if you need to make changes to any of the information you included in your Articles, then you’ll need to file an amendment.
The Florida Department of State’s Division of Corporations requires your LLC to report changes to any of the following:
Before you jump into the filing process, you’ll want to check that you have all of this information on hand and that it’s correct. For example, if you’re changing your business name, you’ll want to confirm that you’ve got the right spelling and designator on hand when you file. If you’re changing the provisions you added on your own, you’ll need to check that you’ve created the proper wording.
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 Florida, 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 your company’s Articles of Organization aren’t kept up to date, the LLC won’t be eligible to receive a Certificate of Good Standing. In Florida, this document is called a Florida certificate of status. It’s needed to show that your LLC is currently operational, and some banks and government agencies might require it to prove that the LLC is an active business in Florida. Not having a Certificate of Status can limit your company’s financial potential and future growth.
Now it’s time to file your amendment paperwork, the “Articles of Amendment to the Articles of Organization” form. You’ll need to download this form from the Division of Corporation webpage and fill it out with the information you gathered in Step 2. You’ll also need to complete and attach the provided cover letter. Once the form is complete, you’ll need to mail it to the Division of Corporations or drop it off in person. Florida doesn’t offer online filing for this form.
At the time of this writing, this form costs $25 to submit. Once the paperwork is processed, your amendment will go into effect.
If the only information you’re changing is your registered agent and/or registered office, you also have the option of filing a Statement of Change of Registered Office or Registered Agent or Both for a Limited Liability Company, but the filing fee is the same.
Need to amend a Florida corporation? We’ll discuss how to make changes to your corporation in this section.
The Articles of Incorporation is the document that formally creates a Florida corporation; until it’s filed, your business won’t exist. This form asks for a lot of basic information, including your business name, how many stocks you can issue, your business purpose, your business’s contact information, your registered agent, and more.
Generally speaking, if you need to make any changes to the information you listed on your Articles of Incorporation, you’ll need to file the Articles of Amendment.
The Articles of Amendment let you make a variety of changes, including:
Before you jump into the filing process, it’s a good idea to confirm that you’ve got all the correct information on hand. For example, if you’re going to be making changes to your corporation’s shares, you’ll want to confirm the original number of shares and how you’re adding to or reclassifying your shares. If you’re updating your directors, you’ll need to ensure you’ve got the right name and address for them.
Additionally, Florida also asks for information about how your amendment was approved by the directors or shareholders. Make sure you know how to fill this section out based on your business’s voting process.
Now it’s time to file the paperwork. To get started, you’ll need to download the Articles of Amendment form from the Department of State’s website and fill it out with the information you gathered in Step 2. You’ll also need to complete and attach the provided cover letter. Then, you’ll mail it or drop it off in person at the Department of State’s office. At this time, Florida doesn’t offer online filing for this form.
Note that if you’re changing your registered agent, you’ll need to get a signature from the new agent accepting their appointment.
At the time of this writing, there’s a $35 filing fee for this form.
Restated Articles of Organization or the Restated Articles of Incorporation and Florida Articles of Amendment are very similar, but there is a key difference. Restating completely replaces the original Articles of Organization or Articles of Incorporation with the new version, while Articles of Amendment are used to make specific changes only.
Florida allows you to restate your Articles of Organization or Articles of Incorporation, but the state doesn’t provide an official form for you to do so. Instead, you need to create your own document entitled “Restatement of Articles of Organization/Incorporation.” In this document, include the following information:
Send your Restated Articles with a cover letter and a $35 fee to the Division of Corporations.
Unlike the Articles of Amendment, which report changes to a business, a Statement of Correction is used to fix errors in previously filed documents. In Florida, you can use a Statement of Correction for the following reasons:
Send your Statement of Correction and the filing fee of $25 to the Division of Corporations.
Out of all the paperwork you need to take care of as a business owner, it makes sense that amending your Articles of Organization or Articles of Incorporation can slip through the cracks. But it’s still a very important part of keeping your business state-compliant. If this sounds scary, we’re here to help with our amendment filing and Worry-Free Compliance services to make sure you stay on top of things.
FAQ
An attorney isn’t required to amend your formation documents in Florida. An attorney may sign your Articles of Amendment, however, if they serve as an authorized representative of a current member of the business.
For LLCs, you can report changes to the LLC’s name, mailing and principal office addresses, registered agent, members, and managers. If amending members or managers, include their titles on the form and select whether you’re adding, removing, or changing roles in your records.
For corporations, you can change the name, mailing and business addresses, registered agent, shares, or directors and officers.
They’re similar, but unlike the Articles of Amendment, Florida’s Division of Corporations requires you to file an annual report even if you don’t have changes to make. On the Florida annual report, you can make changes to basic information like your members or directors, the registered agent, mailing/principal office address, and add or change your federal employer identification number (EIN). If you want to change the name of your business, you need to do so on the Articles of Amendment. Florida does not allow business name changes on your annual report.
Florida processes Articles of Amendment in the order that they were received, usually taking three to four weeks. The Division of Corporations provides a list of current document processing times on its website.
You should receive an acknowledgment letter when the Division of Corporations files your Articles of Amendment. You’ll also receive a certified copy of your Articles of Amendment if you paid the fee for one.
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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