Discover why amending your Kentucky Certificate of Formation or Articles of Incorporation is vital for compliance and adaptability. Dive into our guide below for expert insights.
Starting a business is exciting. But beyond formation, there are many tasks that a Kentucky limited liability company (LLC) or corporation needs to be aware of to keep their business in state compliance. One of the most important things to stay on top of is keeping your Articles of Organization or Articles of Incorporation up to date after certain aspects of your business change.
Few things stay the same, and your business is no exception. Knowing how and when to file an amendment can be overwhelming, but we’re here to help. Let’s have a closer look at how to file an amendment to your Kentucky Articles of Organization or Articles of Incorporation and how we can make it easier.
If you need to make changes to a Kentucky LLC, we’ll show you how in this section. But if you want to learn how to make changes to a corporation, keep scrolling to the section titled, “Amending a Kentucky Corporation Articles of Incorporation.”
In Kentucky, the Articles of Organization is the form that officially creates an LLC; until you file your Articles, your LLC won’t technically exist. This form requires a lot of basic information about your business, including:
If you’re running a professional or nonprofit LLC, you may be required to provide additional information. If you don’t want your LLC to exist in perpetuity, you can include an LLC dissolution date. While not required, you can also include information in your Articles of Organization that you would normally include in an Operating Agreement.
Generally speaking, if you need to make changes to any of this information, then you’ll need to file amendment paperwork.
To file an amendment in Kentucky, you’ll need to file the Articles of Amendment. This form lets you make a variety of changes, including your business name, your management structure, or even the provisions you added on your own. In short, if a change is permissible by law, you can make it using the Articles 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 changing your business name, you’ll need to verify your old name and ensure you’ve got the right spelling for your name.
This form also asks for information about the vote that approved your amendment and the date each amendment was adopted, so be sure you have that information on hand as well.
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 Kentucky, 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.
Running an LLC can bring you lots of financial benefits and protect you from personal liabilities if you have a business issue. You don’t want to lose these perks by failing to comply with legal requirements. You need to amend your Articles of Organization not only to stay compliant with state law, but to also keep your business up to date and visible to the public.
If you don’t update your information, your customers or clients might not know how to reach you. Also, a failure to update your registered agent or registered office information could cause you to miss deadlines for important legal and government documents and notices. If you need help finding a registered agent, our Kentucky registered agent service can help you find a registered agent that’s a good fit for your company.
People do their research before they give their money to a business. A solid way to show potential investors and patrons that your business is legitimate is with a Kentucky Certificate of Existence from the Secretary of State. (This is called a Certificate of Good Standing in other states.) If you don’t update the information in your Articles of Organization, the Secretary of State can deny you a Certificate of Existence and jeopardize your ability to get financing or new customers.
Now it’s time to file your paperwork. To get started, you’ll need to download the Articles of Amendment (Limited Liability Company) form from the Secretary of State’s website. Then you’ll fill it out with all the information you gathered in Step 2. You can submit your completed filing with the Secretary of State by mail or dropping it off in person.
At the time of this writing, there’s a $40 fee for this filing. Once the form is processed, your amendment will go into effect.
Need to make changes to a Kentucky corporation? We’ll show you how in this section.
The Kentucky Articles of Incorporation is the document that creates a corporation in the state; until this form is processed, your business technically won’t exist. This form asks for a variety of information about your business, including:
While not required, the Articles of Incorporation can also include information regarding:
Generally speaking, if you need to make changes to this information, then you’ll need to file an amendment.
In Kentucky, corporations use the Articles of Amendment to make changes to their business’s formation documents. This form lets you make a variety of changes, from your business name to the number or class of shares you issued and more. You can make almost any change that’s permissible by law.
Before you start the filing process, it’s helpful to gather the information you need to make your desired changes. For example, if you’re going to be updating your stock, you’ll need to confirm how the share breakdown previously worked along with the number and classes of shares you’ll be changing to.
This form also asks for some information about the vote that approved your amendment, so be sure you have that information on hand. Getting all this information lined up helps streamline your filing process.
Now it’s time to file your paperwork. To start, you’ll need to download the Articles of Amendment from the Secretary of State’s website; make sure you get the version for corporations and not another business type. You’ll fill out this form with all the information you gathered in Step 2. Then you’ll submit it by mail or in-person drop-off at the Secretary of State’s office.
At the time of this writing, this filing costs $40 to submit. Once the paperwork is processed, your amendment will go into effect.
When running a business, you quickly learn that consolidating your documents can be a lifesaver. The less paperwork to track, the better. Filing a Restated Articles of Organization or Restated Articles of Incorporation consolidates all your Articles of Amendments into one document. Basically, Restated Articles of Organization allows you to rewrite and refile your Articles of Organization/Incorporation all at once.
You must include the company’s name, the text of the restated articles, certificates stating if there are amendments that require approval, and the information you include in Articles of Amendment (if there are amendments). You can find current fees for Restated Articles of Organization/Incorporation on the Secretary of State’s fee page.
Mistakes happen. If you’ve made a clerical error in your Articles of Organization or your Articles of Incorporation, you don’t have to file a Kentucky amendment to fix it. You simply file signed Articles of Correction with the Secretary of State. The Articles of Correction need to set forth what sections need to be corrected and how. You can file the Articles of Correction by mail or hand delivery, and their fee is on the form. You can use our Worry-Free Compliance service to complete this task with ease.
You juggle a lot of responsibilities as a business owner, but you don’t have to juggle everything. If you need to correct or amend your official business documents, we can help you complete the updates. Our Worry-Free Compliance service can help you keep up with your filing requirements, and our Amendment Filing service files changes and amendments for you.
FAQ
No. You just need the proper approval of your members, managers, or directors and the signature of an authorized party.
In Articles of Amendment, you must report changes to your business name, dissolution date, management, and any other information required in your Articles of Organization or Articles of Incorporation. You can also make changes to information not required in your articles, but you don’t necessarily have to do so.
No. You have to provide different information in an annual report, and it needs to be filled within the same window of time each year. You file Articles of Amendment whenever a change occurs.
The Secretary of State normally processes your changes the same day, but it can take up to three business days.
You receive a file-stamped postcard at your principal address or an alternate address you request in writing.
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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