Understanding the essential reasons for amending your Articles of Organization or Articles of Incorporation in North Carolina is crucial for maintaining business compliance and adaptability.
Sometimes, your North Carolina limited liability company (LLC) or corporation may make changes to certain information that is public record. When this happens, you will need to file a North Carolina corporation or LLC amendment. Specifically, the business needs to file an Amendment to the Articles of Organization for an LLC or Business Corporation Articles of Amendment for a corporation. This is an important part of keeping your business state-compliant and giving it the best chance to succeed in the long term.
Does this sound complicated? Don’t worry! Read on to learn all about the North Carolina amendment process and how we can help.
If you’re looking to amend a North Carolina LLC, we’ll show you how in this section. If you need to make changes to a corporation, please keep scrolling to the section titled “Amending a North Carolina Corporation Articles of Incorporation.”
One of the first steps to forming an LLC in North Carolina is to file the North Carolina articles of organization with the Secretary of State. In fact, your LLC isn’t officially formed until this step is completed. The Articles of Organization for your North Carolina LLC must include the following information:
In addition to these required items, your LLC may also choose to include other optional information about the business, such as its purpose or a business email address.
Generally, if any of this information changes, then you’ll need to file an amendment to your Articles of Organization.
To file an LLC amendment in North Carolina, you’ll file the “Amendment of Articles of Organization” form provided by the Secretary of State. This form allows you to change a variety of information, from your business name to your extra provisions and everything in between.
Before you jump into the filing process, it’s a good idea to gather the information you’re going to change. For example, if you’re going to change your LLC name, you’ll want to confirm your old name and verify the spelling and designator for your new name. If you’re going to update the provisions you added to your formation documents, you’ll want to get the wording right, too.
Additionally, you’ll be asked to provide information about how your amendment was approved. Make sure you have this information on hand.
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 North Carolina, 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.
There are certain penalties that may arise if you fail to appropriately amend your North Carolina Articles of Organization. For example, if your Articles of Organization aren’t current, your LLC won’t be able to obtain a North Carolina Certificate of Existence.
A Certificate of Existence, also known as a Certificate of Good Standing or Certificate of Status in other states, is a legal document that confirms that your business is legally in existence and in compliance with state requirements.
You might think that you don’t need a Certificate of Existence to confirm your legal compliance with state requirements. In fact, however, there are many scenarios in which your LLC may find itself in need of a Certificate of Existence. For example, you may need one to:
As you can see, failure to obtain a Certificate of Existence can significantly impact your LLC’s growth and potential to secure funding. Thus, make sure to stay up to date and promptly amend your North Carolina Articles of Organization.
Next, you’ll need to submit the paperwork. You can download the “Amendment of Articles of Organization” form and fill it out with the information you gathered during step 2. You’ll submit it directly to the Secretary of State by mail or in person. Alternatively, if you’d rather file online, you can upload a PDF directly on the Secretary of State’s website.
At the time of this writing, the Amendment costs $50 to file. Once the form is processed, your amendment will go into effect. The processing time is usually 5 to 7 business days (online filing is usually the fastest method), but the NC Secretary of State offers a couple of options to expedite your filing for an extra fee.
If you only need to change your principal business address or your registered agent/office, you have a couple of less expensive options. If you’re only changing your registered agent and/or registered office, you can use the Statement of Change of Registered Office and/or Registered Agent form instead of a full amendment. The fee for this form is only $5. There’s also a form called Designation Statement of Change of Principal Office and Registered Agent Name/Office. As the name implies, this form is used to designate or change the registered office and/or registered agent and principal office. Its filing fee is only $10.
The Articles of Organization serve as the foundation for your business. Thus, it’s imperative that you include all the requisite information and file everything properly according to North Carolina law.
Need to form your business first and have questions about how to get started? We’re here to help. Use our North Carolina LLC formation service as you work to start and grow your business today.
Need to amend a corporation? We’ll show you how in this section.
In North Carolina, the Articles of Incorporation is the document that formally creates your business in the state. It covers a variety of information, including:
Generally, if you make changes to this information, you’ll need to amend your formation documents.
Before you jump into the filing process, it’s helpful to narrow down what information you’re going to be amending and ensure that you have all that info prepared. The North Carolina Articles of Amendment allows you to make a variety of changes, including updating the shares (or classes of shares) the corporation can issue, the name of the business, and more. Gathering this information in advance helps streamline the filing process.
For example, if you’re making changes to your name, you’ll want to ensure you’ve got the right spelling. If you’re changing the company’s shares, you’ll need to verify the number of shares you previously permitted and how that number is being changed or reclassified.
As part of the filing, you’ll be asked to provide information about the vote that approved your amendments, so make sure you gather that information: votes for the amendment, votes against, or an explanation of why shareholder action wasn’t required.
Now it’s time to submit your paperwork. To start, download the “Articles of Amendment: Business Corporation” form from the Secretary of State’s website and fill it out with the information you gathered in Step 2. From there, you can file the form by mail, drop it off in person, or upload it to the PDF upload portal on the Secretary of State’s website. You’ll need to include a cover sheet, which can be downloaded from the North Carolina Secretary of State website.
At the time of this writing, this form costs $50 to submit. The amendment will go into effect as soon as your paperwork is processed, which usually takes 5 to 7 business days (online filing is usually the fastest method). If you need to expedite your amendment’s processing, the cover sheet lists options for increasing the filing speed for an extra fee.
As is the case with LLCs, if you only need to change your principal business address or your registered agent/office, you have a couple of less expensive options. If you’re only changing your registered agent and/or registered office, you can use the Statement of Change of Registered Office and/or Registered Agent form instead of a full amendment. The fee for this form is only $5. There’s also a form called Designation Statement of Change of Principal Office and Registered Agent Name/Office. As the name implies, this form is used to designate or change the registered office and/or registered agent and principal office. Its filing fee is only $10.
North Carolina also provides businesses the option to file Articles of Restatement instead of Articles of Amendment.
Amended Articles of Organization or Articles of Incorporation amend the initial Articles of Organization or Articles of Incorporation respectively; the original articles ultimately remain in effect. Restated Articles of Organization or Restated Articles of Incorporation, on the other hand, serves to supersede the original articles in their entirety; they replace them. Additionally, the business can incorporate changes into the Restated Articles of Organization.
The fee for Articles of Restatement may vary depending on whether the Articles include amendments. If your LLC wishes to replace the entire Articles of Organization, rather than amend a few specific provisions, filing Restated Articles of Organization might be an option to consider.
Amendment issues can be complex and difficult to navigate, but you don’t have to do so on your own. We can make this easier with our Worry-Free Compliance service.
North Carolina businesses can file the Articles of Correction to fix an error they made in their formation documents. This form is cheaper to file ($10 at the time of this writing), but it can only be used to correct mistakes. It can’t be used to make changes. That’s what the Articles of Amendment is for.
North Carolina offers several unique versions of the Articles of Amendment that are conversion articles; they’re distinct from the amendments we’ve covered above. These conversion articles allow businesses to convert into a foreign entity, a professional entity, or even into another business type. For example, you could change your business corporation into a nonprofit corporation.
If you’re just making basic changes, please don’t accidentally use a form for a conversion amendment; stick to the basic Articles of Amendment. If you do need to convert your business, it’s recommended to chat with a business attorney so you can get the process right.
North Carolina offers a few different Statement of Change forms if you need to make simpler changes, like updating your registered agent information or changing your business address. Generally, these forms are much cheaper. For example, the Statement of Change of Registered Office and/or Registered Agent costs just $5 to file.
These Statement of Change forms can only be used to make simple changes (as designated by the full title of the form). So, if you have just simple changes to make, odds are it’ll be cheaper to file the Statement of Change. But if you’ve got lots of changes or full-scale changes, you’ll probably need to file the Articles of Amendment instead.
Keeping the state and public up to date on any changes to your LLC or corporation is crucial to the success of your business. Thus, don’t let your business fall out of compliance. We’re here to help make things easier for you.
Don’t feel like you have to handle everything on your own. With our Worry-Free Compliance, North Carolina registered agent, and amendment services, we can help you start, manage, and grow your North Carolina business and stay compliant at every step along the way.
FAQ
No, there is no legal requirement stating that you need an attorney to amend your North Carolina formation documents. But if you have legal questions about your business, seek the advice of a licensed attorney.
Any additions, deletions, or revisions to the information in an LLC’s original Articles of Organization or a corporation’s Articles of Incorporation may be reported in an Articles of Amendment form.
No, the Articles of Amendment and the North Carolina annual report are different types of legal documents. Specifically, you must file an annual report every year, regardless of whether changes are made to your business. You need to file Articles of Amendment, however, only when changes arise.
Filing the Articles of Amendment for your North Carolina business doesn’t take very long if you have all the information you need. However, receiving confirmation from the state that it’s been processed can take longer and will vary depending on the Secretary of State’s capacity and workload at that particular time.
The Articles of Amendment for your business will be effective upon filing unless another date and/or time is specified in the amendment form. Therefore, you may not receive any direct confirmation from the state. However, checking the filing status through your North Carolina business portal account is a good way to verify whether your amendment has been accepted.
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 850,000 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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