Kentucky corporation amendments

How to Amend a Kentucky Articles of Incorporation

Kentucky 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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The commonwealth of Kentucky recognizes the existence of a corporation after you properly file Articles of Incorporation (AOI). They must contain contact and background information about your business, including:

  • The corporation’s name
  • The number of shares
  • The corporation’s registered office and agent
  • The address of the corporation’s principal office
  • The name and mailing address of the incorporators

This information provides the Kentucky Secretary of State and the public the most up-to-date contact information should they need to get in touch for legal or other reasons. 

While not required, the Articles of Incorporation can also include information regarding:

  • The initial directors
  • Corporate purposes and powers
  • Par value for shares  
  • Shareholder liability
  • Bylaw provisions
  • Director liability

You probably already realize that the required and permitted information in Articles of Incorporation doesn’t always stay the same. If the information you provided in your Articles of Incorporation changes, Kentucky law allows or requires you to change it. The information below can help you understand how to file a Kentucky Articles of Incorporation amendment.

If your corporation is still just an idea and you want to know how to form it, you can visit our  Kentucky Corporation Formation Service page for help.  

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

There are many reasons why you might need to change your Articles of Incorporation — some are best business practices, and some are requirements of the state. Either way, you want to stay on top of updating your corporate information to keep your business in good shape. 

The public and the state need your updated Articles of Incorporation to contact and learn about you

Many required provisions of the Articles of Incorporation help the state and/or the public stay informed about you and send you official and legal correspondence. In particular, keeping the location of your registered office and the name of your registered agent up to date helps you remain compliant with state law and helps you receive service of process and official communications, so you don’t miss important deadlines. Also, if terms in your Articles of Incorporation are based on non-public facts not included in the document, you must file Articles of Amendment that contain those facts. 

Provisions in your Articles of Incorporation dictate how you do business and may no longer suit your needs

Generally, whatever you write in your initial Articles of Incorporation sets the boundaries for your ability to do business and raise capital. This can include your corporation’s dissolution date. It’s important to file a Kentucky Articles of Incorporation amendment if the boundaries of your initial Articles of Incorporation no longer work for your business.

If you fail to update your corporate information through Articles of Amendment, you could hinder your ability to effectively conduct business, and you could jeopardize your status as a legal business under state law. 

Failure to update can diminish your corporation’s viability

Failure to file a Statement of Change or Article of Amendment could bar you from receiving a Certificate of Existence (COE), more commonly known as a Certificate of Good Standing. A COE lets others know that your business is compliant with state law. If you lack a COE, it may hinder your corporation’s ability to receive funding or support from third parties.  

Failure to update can force your corporation to dissolve

Once you file your Articles of Incorporation, your corporation normally exists in perpetuity. If your initial Articles of Incorporation state a dissolution date, your corporation ends on that date. Once your dissolution date occurs, you have 60 days to file an amendment to extend the dissolution date, or you must liquidate your corporation. If you miss the 60-day amendment deadline and have to liquidate, you can’t reinstate your corporation. 

Step 2: Gather information for your Kentucky amendment

In many cases, corporations that want to amend their Articles of Incorporation must first have their amendments adopted or approved. If your corporation hasn’t issued shares, your board of directors of incorporators adopts the amendments. If your corporation has issued shares, the board of directors proposes amendments to shareholders and the shareholders adopt amendments by vote. 

Articles of Amendment might contain:

  • The corporate name
  • The adopted amendments in writing 
  • Provisions for amendments related to certain changes in shares
  • The date of adoption for each amendment
  • Statements that shareholder action wasn’t required to adopt certain amendments (if applicable)
  • Voting information for amendments approved by shareholders

An officer or chairman of the board has to sign the amendment, and filing the amendment requires a fee. 

Step 3: Review the requirements for your Kentucky amendment

You want to make sure you keep the state abreast of how your business morphs over time. You need to report changes of your registered agent, registered office, principal office, dissolution date, and certain nonpublic facts to the Secretary of State. 

Changes of your registered agent and registered office require their own Statement Change. And a change of your principal office requires its own Statement of Change. Generally, you can report other additions or changes to your Articles of Incorporation in Articles of Amendment. It’s best to be as specific as possible in your filing and to attach relevant documents, even if they’re not required. 

Updating the state about your business changes can be an added layer of stress when you run your own company, but we provide many services that can make the updates easy. Our Worry-Free Compliance Service helps you stay on top of your ongoing state filing deadlines and helps you stay in favor with the state. With our Kentucky registered agent service, we help you locate a registered agent that fulfills your needs. Our amendment filing service files your Articles of Amendment for you.

Rely on us to help keep your business current

Keeping the information in your Articles of Incorporation updated is crucial to keeping your business viable under state law. Updating your information can also give your business the best chance to run efficiently. we can help keep your business moving without issue with our registered agent service, amendment filing service, and Worry-Free Compliance service. Our Worry-Free Compliance service includes up to two amendment filings per year.

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 a Kentucky Amendment to Articles of Incorporation?

    Corporations need to file Articles of Amendment or Statements of Change to amend Articles of Incorporation. Limited liability companies also need to file Articles of Amendment to amend their Articles of Organization.

  • How much does it cost to file an amendment?

    You can find Articles of Amendment and Statement of Change forms and their fees at sos.ky.gov.

  • Who can file a Kentucky corporation amendment?

    An officer or the chairman of the board of directors must sign the Articles of Amendment.

  • Where do I file a Kentucky corporation amendment?

    You file Articles of Amendment and Statements of Change with the Secretary of State.

  • Is a Kentucky corporation amendment the same as an annual report?

    No. Annual reports are filed at the same time each year, and amendments are normally filed whenever a change occurs. Also, annual reports require different information from what an Articles of Amendment might require.

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