How to File a New York LLC or Corporation Amendment

As a New York business owner, you may or may not know that you need to keep the state updated when certain public information about your New York limited liability company (LLC) or corporation changes. This is done by amending your New York LLC’s Articles of Organization or your corporation’s Articles of Incorporation and filing them with the state.

But where do you begin? Don’t worry, we are here to help! Read on to learn about the process of filing an amendment to your New York business formation documents and how we can help you get your business back on track in a New York minute.

Amending a New York LLC Articles of Organization

If you need to make changes to a New York LLC, we’ll show you how in this section. But if you’re looking to change a corporation, keep scrolling to the section titled “Amending a New York Corporation Articles of Incorporation.”

Step 1: Determine if you need to file an amendment for your LLC

When you file the Certificate of Amendment in New York, you’re actually amending your formation documents, the Articles of Organization. This form is what created your LLC to begin with, and it’s full of essential information about your company, including:

• Your LLC’s name
• County where you’re founding your business
• Specific date for dissolution, if any
• Designation of the Secretary of State as your agent for service of process OR
• Name and address of your registered agent
• Any provisions for liability between members
• Other provisions you wish to include

If you need to make any changes to this information, you’ll probably need to file a Certificate of Amendment.

Step 2: Identify and gather the information you need to file a Certificate of Amendment

You can change any article within your Articles of Organization by filing the Certificate of Amendment. But before you jump into the filing process, you’ll want to make sure you have all the right information on hand to file the certificate as seamlessly as possible.

For example, if you’re changing your LLC’s name, you’ll need to verify your current name and check that you’ve got the proper spelling for your new name. If you’re updating your planned date of dissolution, you’ll need to ensure that you replace it with the correct date. At the end of the form, you’ll need to provide your name and mailing address along with the date you filed your original Articles of Organization, too.

Why should I update my Articles of Organization?

Keeping your LLC’s information current is required by state law. In addition, keeping up to date with your amendments is vital for auditing purposes should you need to expand your business in the future. If this sounds overwhelming, we can help keep you on track with our outstanding Worry-Free Compliance service. We’ve helped hundreds of thousands of business owners like you stay on top of your filing and amendment obligations. We also offer a New York registered agent service, which connects you with a local registered agent who fulfills state requirements.

Are there penalties if I don’t?

If your New York LLC Articles of Organization aren’t current, you won’t be able to get a NY Certificate of Status. A Certificate of Status is a document issued by the New York Department of State. It indicates that your LLC has paid all of its state-required fees and filed all required documents. If you haven’t filed a New York LLC amendment and your Articles of Organization aren’t current, you can’t get a Certificate of Status.  

Failure to get a Certificate of Status can severely limit your company’s growth. Some examples could be:

• Inability to raise capital
• Inability to open a business bank account or get credit
• Inability to do business across state lines
• Inability to obtain business licenses

As you can see, the inability to get a Certificate of Status can be a bigger penalty than a fine.

Step 3: File your Certificate of Amendment with the Department of State

Now that you’ve got all the information you need, it’s time to file your amendment paperwork. In New York, that means you’ll need to download the Certificate of Amendment of Articles of Organization form from the New York Department of State website and fill it out with the information you gathered in step 2.

New York requests that you forward the completed certificate to the Department of State’s office. At the time of this writing, there’s a $60 filing fee. If you plan on paying by card, you’ll need to include a card authorization form. New York also has options for expediting your filing for an additional fee.

Note that if you’re only changing your registered agent and/or registered agent address, you can file a Certificate of Change instead of a Certificate of Amendment. This has a less expensive filing fee of $30.

Amending a New York Corporation Certificate of Incorporation

Need to amend a New York corporation? We’ll show you how in this section.

Step 1: Determine if you need to file an amendment

A New York corporation amendment is actually an addition to the Articles of Incorporation, the document that first formed your corporation. This form requests a lot of information, including:

• The name of your corporation
• A statement of purpose
• Your business address and county
• Information about the shares of stock issued by the corporation
• The address where the Secretary of State should mail any documents received in its role as registered agent
• Any additional provisions you want to include

If you need to change any of this information, you’ll need to file a Certificate of Amendment.

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

Before you jump into filing your paperwork, you’ll need to determine which information you’ll be updating. The Certificate of Amendment lets you update a variety of information, including your business name, the number of shares the corporation can issue, your business purpose, and so on. You’ll want to have this information readily available when you file.

For example, if you’re filing a name change, you’ll want to confirm your old name and double-check that you have the right spelling. You’ll need to ensure that you have the proper wording for other amendments. You’ll also be asked to provide information about the vote that approved this amendment. Finally, you’ll need to provide a name and contact information for the person filing the form.

Step 3: File the Certificate of Amendment with the Department of State

Next, it’s time to file the paperwork. In New York, that means you’ll need to download the Certificate of Amendment of the Certificate of Incorporation form, fill it out, and send it to the Department of State.

At the time of this writing, there’s a $60 filing fee for this form. If you’ll be paying by card, you’ll need to include the card authorization form. Once this form is processed, your amendment will go into effect. New York also has options for expediting your filing for an additional fee.

Note that if you’re only changing your registered agent and/or registered agent address, you can file a Certificate of Change instead of a Certificate of Amendment. This has a less expensive filing fee of $30.

Restated Articles of Organization/Certificate of Incorporation vs. Certificate of Change

You can change your registered agent and their address using a form called a Certificate of Change. This is a less expensive way to update your information. The Certificate of Change can only change a limited scope of information, but it costs about half as much as filing a New York amendment.

New York law also allows business owners to restate their Articles of Organization or Certificate of Incorporation. This is done in addition to filing a Certificate of Amendment. However, the Department of State doesn’t provide a form for you to restate your articles. Instead, you’re free to draft the restated articles as New York law specifies. 

Keep in mind that New York is unique because it requires you to publish notice of your Articles of Organization for an LLC. However, you don’t have to publish your Certificate of Amendment or your Certificate of Change. 

New York Certificate of Amendment vs. Certificate of Correction

If you’ve made a minor error on your Articles of Organization or Articles of Incorporation, you don’t necessarily have to file a full amendment form. Instead, you can file a Certificate of Correction to fix the mistake. There are different Certificate of Correction forms for LLCs and corporations, but the filing fee is the same, $60 (as of this writing).

This form cannot be used if you need to make changes; it’s exclusively for corrections.

Let us help!

Forming and running a business can be stressful and scary. That’s why we provide a range of formation and compliance services to help you achieve your goals. Our amendment filing service can help you file your New York Certificate of Amendment. Whether forming your New York business, providing registered agent services, or assisting with ongoing business compliance issues, we can help you get back to business in New York.