Nevada corporation amendments

How to Amend Nevada Articles of Incorporation

Nevada 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 only real guarantee is change, and the same is true for Nevada corporations. There may come a time when your Nevada corporation will need to make changes or additions to where and how your business operates. To keep compliant with state law, you must alert the state by filing an amendment to your Articles of Incorporation. When this happens, make sure to follow the process to amend them appropriately. 

Owning and operating your own business can be stressful, but we are here to help. Take a look at the guide below to learn more about how to amend Nevada Articles of Incorporation for your business, and the many tools and services we offer to help you run your business smoothly.

What are Nevada Articles of Incorporation? 

In order to formally establish your Nevada corporation, you must file Articles of Incorporation (AOI) for your business with the Office of the Secretary of State. Pursuant to Nevada law, the AOIs for your Nevada corporation must set forth the: 

  • Name of the corporation
  • Name and address of the entity’s registered agent
  • Classes, series, and number of shares that the corporation is authorized to issue
  • Names and addresses of the first board of directors or trustees for the corporation
  • Name and address of each of the incorporators signing the articles of incorporation

The Articles of Incorporation will be the foundational document for your Nevada corporation. Thus, make sure that you complete them properly according to Nevada law. 

Need to form your business first? Use our Nevada corporation formation services to help you complete your Articles of Incorporation and get your business started.

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

There are many reasons a corporation might need to change its Articles of Incorporation. In fact, many corporations need to make certain changes at some point during the life of their business. 

Whenever changes to the information in your initial Articles of Incorporation do arise, it’s imperative that you make timely amendments and inform the state. Doing so is a legal requirement of incorporation in Nevada, but there are other important reasons to update your information as well. Update your information: 

  • To ensure accurate publicly available information for contact purposes
  • To have updated registered agent contact information on file for service of process
  • For compliance and auditing purposes

In order to stay in compliance and receive certain corporate benefits, you must have accurate and up-to-date information filed with the state. 

There are certain penalties for not amending your Nevada Articles of Incorporation. One such penalty is the inability to obtain a Certificate of Existence, sometimes called a Certificate of Good Standing. 

A Nevada Certificate of Good Standing serves as evidence that your corporation is in good standing with the state to legally transact business within Nevada. Frequently, a Certificate of Existence is necessary to partake in various business-related actions such as: 

  • Entering into a contract
  • Applying for a loan
  • Opening a bank account

Failure to appropriately amend your Articles of Incorporation, and the subsequent inability to obtain a Certificate of Existence can stifle your business opportunities and growth.  

So, how do you file an amendment to a corporation in Nevada? 

To do so, you will need to file a Nevada Articles of Incorporation amendment (Certificate of Amendment) with the Secretary of State. Below are more details on the Certificate of Amendment process and the information you’ll need. 

Step 2: Identify what changes require a Nevada Certificate of Amendment 

There are certain changes you need to report in a Nevada Articles of Incorporation amendment. Specifically, state law permits amendments to the Articles of Incorporation for changes to: 

  • The name of the corporation
  • Corporate powers and purposes
  • Classification or number of authorized stock
  • Any other changes or alterations to the Articles of Incorporation

However, it’s important to note that changes to the registered agent for the corporation cannot be made in the Certificate of Amendment. Rather, you can make changes or updates to the registered agent for the entity by filing the Commercial Registered Agent Registration, Change or Termination Statement form, or the Non-Commercial Registered Agent Acceptance or Statement of Change form. 

Step 3: Include supporting documentation for your Nevada amendment 

It’s important to attach supporting documentation such as meeting minutes and the voting process and results for any amendments made. It’s generally recommended that you be as specific and detailed as possible.

There are many requirements when it comes to amending the Articles of Incorporation for your business. And while it can be difficult to keep up with the various changes you’ll need to make throughout the course of running your business, you don’t have to navigate the process alone. 

We can make things easier with our Worry-Free Compliance, Nevada registered agent, and amendment services. Let us help you stay compliant as you manage and grow your Nevada corporation. 

Let us help you stay compliant with the state of Nevada

Keeping your corporation’s Articles of Incorporation updated is crucial to ensuring that your business remains legally compliant. Nevertheless, just because it’s required doesn’t mean that it’s easy. 

We can make the process easier so that you can get back to focusing on running your business. With our Worry-Free Compliance service, which includes up to two yearly amendments, we can make the process easier on you and help free up your mind to concentrate on running your business.

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 may need to file a Nevada Certificate of Amendment?

    Any Nevada corporation, including for-profit and nonprofit corporations, with changes to its Articles of Incorporation will need to file a Nevada Certificate of Amendment.

  • How much does it cost to file a Certificate of Amendment?

    The filing fee for a Nevada Certificate of Amendment varies on a number of factors, such as whether you plan to file for standard or expedited processing. And fees are always subject to change. For the most up-to-date fee information, be sure to check for current fees with the Secretary of State before making any filings.

  • Who can file a Nevada Certificate of Amendment?

    The Certificate of Amendment needs to be signed by an officer of the corporation.

  • Where do I file a Nevada Certificate of Amendment?

    There are a few methods to file your Nevada Certificate of Amendment. Nevada permits online filings, as well as filings submitted to the Secretary of State by mail or fax.

  • Is a Nevada Certificate of Amendment the same as an annual report?

    No, a Certificate of Amendment and an annual report are two separate documents. Whereas an annual report must be filed each year regardless of whether changes have been made, a Certificate of Amendment need only be filed when changes or updates are necessary.

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