How to File a Kentucky LLC or Corporation Amendment

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.

Amending a Kentucky LLC Articles of Organization

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.”

Step 1: Determine if you need to amend your Articles of Organization

In Kentucky, the Kentucky LLC 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:

• The LLC name
• The LLC’s registered office
• The LLC’s initial registered agent
• A statement about whether managers or members will manage the LLC

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. However, if you need to change your business address or your registered agent or registered office, you need to follow a different process with different forms, the “Change Address or Registered Agent” or the “Statement of Change of Principal Office Address.” These can be submitted online or by mail.

If you need to change your LLC’s members or managers and/or their addresses, you can do so on your Kentucky annual report.

Step 2: Identify and gather the information you need to amend

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.

Before you begin the paperwork, 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.

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.

Why should I update my Articles of Organization?

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.

Are there penalties if I don’t?

Running an LLC can bring you 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 also to 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.

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 most 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 to expand your business to another state. 

Step 3: File your Articles of Amendment with the Kentucky Secretary of State

Now it’s time to file your paperwork. To do so online, conduct a business name search of your company on the Kentucky Secretary of State website, select your LLC, and on the top toolbar, select “Upload a Filing.”

If you want to go the paper route, 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 by dropping it off in person. Once your amendment is approved by the commonwealth, you’ll also need to file a copy with your local county clerk’s office.

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.

Amending a Kentucky Corporation Articles of Incorporation

Need to make changes to a Kentucky corporation? We’ll show you how in this section.

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

The Kentucky Articles of Incorporation is the document that creates a corporation in the state; until this form is processed, your corporation technically won’t exist. This form asks for a variety of 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

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

Generally speaking, if you need to make changes to this information, then you’ll need to file an amendment. However, if you need to change your business address or your registered agent or registered office, you need to follow a different process with different forms, the “Statement of Change of Principal Office” or the “Statement of Change of Registered Agent and Office.” These can be submitted online or by mail.

If you need to change your corporation’s directors, officers, and/or their addresses, you can do so on your Kentucky annual report.

Step 2: Identify and gather the information you need to amend

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.

Step 3: File your Articles of Amendment with the Kentucky Secretary of State

Now it’s time to file your amendment paperwork. To do so online, conduct a business name search of your corporation on the Kentucky Secretary of State website, select your corporation, and on the top toolbar, select “Upload a Filing.”

If you want to go the paper route, you’ll need to download the Articles of Amendment (Domestic Profit or Professional Services Corporation) 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. Once your amendment is approved by the commonwealth, you’ll also need to file a copy with your local county clerk’s office.

At the time of this writing, this filing costs $40 to submit. If you’re increasing your corporation’s number of shares, you’ll need to also pay an organization tax. If you’re increasing the number of shares by 1,000 or fewer, the fee is $10. If your corporation is issuing more than 1,000 shares, contact the Office of the Secretary of State for the total filing fee due.

Once the paperwork is processed, your amendment will go into effect.

Kentucky Articles of Amendment vs. Restated Articles of Organization/Incorporation

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 the 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.

Kentucky Articles of Amendment vs. Statement of Correction

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 email, mail, or hand delivery, and their fee is on the form.

We can keep your Kentucky business compliant

You juggle a lot of responsibilities as a business owner, but you don’t have to juggle everything. If you need to 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.