How to Amend a North Carolina Articles of Incorporation

Unlock new opportunities and strengthen your business framework in North Carolina by understanding the importance of amending your Articles of Incorporation—explore our comprehensive guide below to navigate the amendment process and position your company for success.

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When forming a business, the state of North Carolina requires certain information about your company when submitting your registration documents. In many circumstances, the information contained in the initial formation documents changes throughout the business’s life cycle. When it does, you need to know the right way to change that information with the proper agencies to ensure that your business stays in good standing. 

If you’re feeling confused, don’t worry! Let’s take a closer look at the process for a North Carolina Certificate of Incorporation amendment, and how we can help.

What are North Carolina Articles of Incorporation?

North Carolina requires businesses to file Articles of Incorporation to legally form the corporation within the state. A corporation’s Articles of Incorporation includes information such as:

  • The corporation’s name
  • Number of shares the corporation has authorized to be issued
  • Name and address of the registered agent
  • Principal office location
  • Name and address of each incorporator

The incorporators may list the names and addresses of a corporation’s officers on the Articles of Incorporation, but aren’t required to do so.

Need to form your business first? Check out our North Carolina formation service, where we can file your Articles of Incorporation with the Secretary of State for you!

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

Your Articles of Incorporation registers your business to legally operate within the state. When you want to change or add to the information contained in your Articles of Incorporation, the state wants notification of those changes. Having up-to-date information about a business allows the state to ensure that the business maintains compliance with relevant legal requirements and corporate formalities. 

What happens if I don’t change my North Carolina Articles of Incorporation?

A failure to update the state of important changes in your corporation can result in your business falling out of good standing, making you unable to obtain a Certificate of Existence from the Secretary of State. Many businesses and third parties require a Certificate of Existence to verify your business’s legal compliance before agreeing to do business with you. Thus, the inability to obtain a Certificate of Existence alters a business’s ability to raise capital and grow. 

Step 2: Review the requirements for your North Carolina amendment

The best way to stay state-compliant is, of course, to make sure to amend your Articles of Incorporation when significant changes happen. This means you’ll need to file Articles of Amendment to change the contents of your Articles of Incorporation. The information contained in the Articles of Incorporation that can be altered with Articles of Amendment includes:

  • The name of your corporation
  • Names of the initial directors
  • Issuance of new shares
  • Revocation of stock shares

Any information allowed to be included in the original Articles of Incorporation can be altered through an Articles of Amendment. 

Step 3: File the Articles of Amendment

To file the Articles of Amendment, you need the name of the corporation, the text of the amendment, the date the amendment becomes effective, and the signature of an authorized person.

Are there changes that require separate filings?

If you just need to change the address for your registered agent information, North Carolina provides a separate form for doing so. 

We can help!

Whether you already have a registered corporation in North Carolina or want to form one, we provide the services you need to run your business efficiently. 

Starting at the outset of your business, we offer North Carolina corporation formation services to assist with the filing of your Articles of Incorporation. Once your Articles of Incorporation receives approval, your company is ready to operate in North Carolina.

North Carolina requires corporations to name a registered agent in its Articles of Incorporation. The registered agent accepts service of process on behalf of the corporation in the event it’s named in a lawsuit and receives correspondence from the Secretary of State. In addition to formation services, we can also take care of this requirement through our registered agent service.

Worried about state compliance requirements? We also offer a Worry-Free Compliance service to help your business maintain its good standing with the state. The benefits of the Worry-Free Compliance service include:

  • Alerts for compliance and filing deadlines
  • Expert support for filing information
  • Two free amendments per year

North Carolina Amendment FAQs

  • Only for-profit and nonprofit corporations alter their Articles of Incorporation by filing the Articles of Amendment. Other entities file documents specific to that entity to alter the information held by the state. For example, North Carolina limited liability companies (LLCs) file an Amendment of Articles of Organization.

  • Filing fees change frequently. The most up-to-date information surrounding the filing fee is listed at the bottom of each form. The North Carolina Secretary of State provides easy access to the forms on its website.

  • North Carolina allows the chairman of the board of directors for the corporation or any corporate officer to sign the Articles of Amendment prior to filing.

  • North Carolina allows corporations to file Articles of Amendment online, by mail, or in person.

  • North Carolina requires corporations to submit an annual report before the 15th day of the fourth month following the corporation’s fiscal year-end. Regardless of whether changes have occurred or not, the corporation needs to file the annual report. Amendments, on the other hand, only arise when the corporation makes a change that alters the information held by the state about the business. The amendment allows the corporation to update the information so the state is aware of the changes that were made.

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.

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Written by Team ZenBusiness

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