Indiana corporation amendments

How to Amend Indiana Articles of Incorporation

Indiana law requires corporations to keep vital information up to date. Learn how to amend your Articles of Incorporation and how we can help you stay compliant.

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If you own a business in Indiana, then you know that there are a number of requirements to keep your company compliant with the state. But running a business is hard, and there are some requirements that may not be top of mind. One of these required filings is triggered if you make certain changes to the information on your original Articles of Incorporation, known as an amendment. Let’s take a closer look at how to file Articles of Amendment to Articles of Incorporation in Indiana, and how we can help.

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

What are Indiana Articles of Incorporation?

State compliance begins with filing Articles of Incorporation (AOI) in Indiana. The person who files the Articles of Incorporation with the Indiana Secretary of State is called an “incorporator.” The corporation doesn’t come into legal existence until the Secretary of State accepts the AOI. 

Indiana law dictates what information you need to include in your AOI, such as: 

  • Your corporation’s name
  • The number of authorized shares
  • Indiana street address of the registered corporate office and name of registered agent at that address
  • The name and address of each incorporator

You can include other information as well. However, the Secretary of State won’t accept your AOI if you don’t meet the statutory requirements. 

Step 1: Determine whether you need to change your Indiana AOI

Your company’s AOI is extremely important. Not only does the AOI set out the structure of your corporation, but you and your company also receive the benefits of Indiana corporate law when the Secretary of State accepts it for filing. Your corporation is legal once you file the AOI. That means parties can’t hold you personally liable for debts and liabilities of the corporation. 

The Indiana Secretary of State requires you to amend your AOI when changes occur so that the public can obtain information about your corporation if necessary. Falling out of compliance with Indiana law could result in you losing your corporate protections. Therefore, you need to file Articles of Amendment when you need to add to your original Articles of Incorporation or change the information you included in the original AOI. 

Receiving the legal protections offered to corporations by Indiana state law obligates the corporation to update information as required by law. Corporate filings are public records. Therefore, you must amend your Articles of Incorporation to allow access to public contact information, identify the registered agent for service of legal process, and allow for compliance and auditing purposes. 

Failing to comply with the requirements may lead to significant business problems. The Indiana Secretary of State may not grant you a Certificate of Existence (known as a Certificate of Good Standing in many states) if your corporation isn’t in compliance with state law. Lenders and financial institutions frequently require a Certificate of Existence when a corporation applies for a loan or seeks additional capital financing. Registering as a foreign entity in another state also requires you to have an Indiana Certificate of Existence. Thus, you could impede your company’s growth potential if you don’t amend your corporation’s Articles of Incorporation as required by law.

Step 2: File Indiana Articles of Amendment and supporting documentation

Indiana law specifies when a business entity must file Articles of Amendment.  According to the Secretary of State for Indiana, you need to file Articles of Amendment when you change your business name, alter the number of authorized shares, change how you distribute corporate assets, or alter the length of time the corporation shall remain in existence.  Filing Articles of Amendment is appropriate when adding articles to the original AOI.

The best practice when filing Articles of Amendment is to file supporting documentation. Even where the Secretary of State doesn’t require you to file supporting documents, doing so will prevent ambiguity. 

Step 3: Make separate filings to change your Indiana AOI (if necessary)

The Indiana Secretary of State allows corporations to file forms limited to specific purposes rather than amending the Articles of Incorporation. You can file forms specifically designed to:

  • Change registered agent or registered agent’s business office address
  • Declare registered agent has resigned the position
  • Change an officer or principal
  • Changing principal office address for the corporation

With our Worry-Free Compliance service, Indiana registered agent service, and amendment service, you don’t have to stress wondering which form you need to file and when. We can help you get it right the first time. With our team’s support, you can spend your time and energy running your business without worrying about legal compliance.

The importance of staying in compliance cannot be overstated

Maintaining a current AOI by filing all amendments is the easiest way to see that your company remains in good standing in Indiana. While hustling day-to-day running your business, you could easily forget to file the necessary documents that reflect the changes you made in your growing company. 

Want to make the administration of your business easier? Rely on us to help you stay in compliance with Indiana’s corporate law. With our easy-to-use Worry-Free Compliance service, which also includes up to two yearly amendments with your subscription, you can stay focused on your business.

Get our assistance with your Indiana corporation

No one wants to get bogged down with filing legal documents while trying to run your small business. Filing the necessary documents is essential to maintaining your legal status in Indiana. Take the burden off your shoulders and turn to us for help.

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.

FAQs

  • What entities need to file an Indiana Amendment to Articles of Incorporation?

    For-profit corporations and nonprofit corporations need to file Articles of Amendment to amend their Articles of Incorporation. Additionally, limited liability companies (LLCs) in Indiana may need to amend their Articles of Organization.

  • How much does it cost to file an amendment?

    The Secretary of State provides a fee calculator to guide you through the process. It’s a good idea to check it every time you need to file a document, because fees change periodically.

  • Who can file an Indiana corporation amendment?

    A person authorized to file documents by the corporation can file Articles of Amendment. Any authorized signatory can file the documents as well.

  • Where do I file an Indiana corporation amendment?

    File the documents with the Indiana Secretary of State’s Business Services Division.

  • Is an Indiana corporation amendment the same as a biennial report?

    No. All registered entities must file biennial reports, known as business entity reports, in Indiana. However, non-profit organizations must file annually. You can change some information about your organization in its biennial report. However, filing an amendment is the best way to ensure this information is filed in a timely manner.

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