How to Amend an Illinois Articles of Incorporation

In many cases, a person or persons form a corporation with a single business objective in mind. Inevitably, things change, requiring plans to change with them to stay legally compliant.The Illinois Secretary of State requires corporations to update their Articles of Incorporation by filing an amendment to those articles. So when do Illinois corporations need to file Articles of Amendment? Let’s take a closer look at the process, and how we can help.

Need to form your business first? Head over to our Illinois incorporation page for more information.

Understanding Illinois Articles of Incorporation

Illinois requires corporations to file Articles of Incorporation to register the business with the state. The Articles of Incorporation allows the state government to officially recognize your business as a corporation so you can start operating. The information required for Illinois Articles of Incorporation includes:

• The name of the corporation
• The name and address of your registered agent
• Purpose of the corporation
• Authorized shares
• The number of directors
• Name and signature of the incorporator.

An Illinois corporation may include information about its board of directors and the property value of its real estate but isn’t required to. 

Step 1: Determine if you need to change your Illinois Articles of Incorporation

The State of Illinois uses information provided on the Articles of Incorporation to keep track of the important aspects of corporations registered in the state. That includes things like contact information, the location of the corporation’s registered agent, and whether the corporation is complying with state and federal requirements. Any time your corporation makes a change that alters the accuracy of your original Articles of Incorporation, the change should be reflected to the state by filing Articles of Amendment. 

Step 2: Obtain a Certificate of Good Standing

Making changes to the information in the Articles of Incorporation and failing to notify the state can result in both legal and financial issues for corporations. If your Articles of Incorporation inaccurately reflects certain aspects of your business, the corporation lacks legal compliance with the state’s guidelines, meaning that the corporation is unable to obtain a Certificate of Good Standing. Illinois allows corporations maintaining compliance with legal guidelines to obtain a Certificate of Good Standing. 

A Certificate of Good Standing provides official assurance to third parties that your corporation is in compliance with legal requirements to operate in Illinois, and is often required to raise capital or open a business bank account. Overall, failure to stay compliant with the state’s requirements will severely limit your corporation’s growth potential. 

Step 3: Keep your Illinois corporation compliant with an amendment

An Illinois corporation can alter its Articles of Incorporation by filing an Articles of Amendment. Reasons triggering the need for an amendment include:

• Removing the names and addresses of directors named in the Articles of Incorporation
• Altering the par value of any issued shares
• Issuing new shares
• Cancelling authorized shares
• Changing the corporation’s name

The Illinois Secretary of State requires that the corporation get approval from certain parties attached to the business before you can amend your AOI. Amendments must be approved by one of the following:

• Majority of the incorporators
• Majority of the board of directors
• Majority of shareholders

Once this is done, you are free to file your Articles of Amendment.

Are there changes that require separate filings?

Certain information contained in the Articles of Incorporation requires alternative filings as opposed to Articles of Amendment. If a corporation changes its registered agent and/or registered office, Illinois requires the corporation to file a Statement of Change of Registered Agent and/or Registered Office.

We can help you form and operate your Illinois Corporation

Many corporations undergo changes that result in the need to file an Articles of Amendment.

We can help register your corporation with our Illinois formation services. With this service, we will file your Articles of Incorporation for you with the Secretary of State. 

We also offer registered agent services. Illinois requires corporations to list a registered agent on its Articles of Incorporation that can be available during regular business hours to receive legal service and other important correspondence. we can connect you with a registered agent in your area.

Additionally, we provide a Worry-Free Compliance service, which includes benefits such as:

• Alerts reminding you of important compliance and filing deadlines 
• Filing your annual report and up to two yearly amendments 
• Experts standing by for help in the unlikely event your business loses its good standing status

Whatever your compliance or business formation needs are, we have you covered.