Steps to Amend a North Carolina Articles of Organization
Sometimes, your North Carolina limited liability company (LLC) may make changes to certain information that is public record. When this happens, you will need to file a North Carolina LLC amendment. Specifically, the LLC must file North Carolina Articles of Amendment to the Articles of Organization. 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 LLC amendment process and how we can help.
What are North Carolina Articles of Organization?
One of the first steps to forming an LLC in North Carolina is to file the 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:
- Name of the LLC
- Name and address of each person executing the Articles of Organization
- Street address and county of the initial registered agent office of the LLC
- Name of the initial registered agent
- Principal office information
In addition to these required items, your LLC may also choose to include other optional information about the business such as the business purpose or a business email address.
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 are here to help. Use our North Carolina LLC formation services as you work to start and grow your business today.
Step 1: Determine if you need to change your North Carolina Articles of Organization
Filing complete and accurate Articles of Organization is required by the state to make your business legal and allow it to receive certain benefits. Whenever you make changes to the information included in the Articles of Organization, you must update the state accordingly.
Aside from being required by law, there are a number of other reasons why amending your Articles of Organization is important. For example:
- Public information contact purposes
- Accurate service of process of important legal notices
- Compliance and auditing purposes
Don’t let your business fall out of compliance with the state. Make sure you amend your North Carolina Articles of Organization when changes arise in the course 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:
- Contract with states or other businesses
- Register to do business in another state
- Open a business bank account
- Apply for loans and secure funding
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.
Step 2: Identify what to change in your North Carolina Articles of Organization
An LLC may amend its Articles of Organization any time it needs to add or change a provision that’s required or permitted in the Articles of Organization. An LLC may also do so whenever it needs to delete a provision that was optionally included in the Articles of Organization. However, an LLC must amend its Articles of Organization when there is a change to the name of the LLC or if the original Articles of Organization contain an inaccurate statement.
Step 3: Gather information for filing your North Carolina amendment
To file Articles of Amendment to your LLC’s Articles of Organization, you will need the following information:
- Complete name of the entity
- Text of the proposed amendment
- Method of adoption of the proposed amendment
- Date the amendment was executed
- Signature of the LLC representative executing the amendment
Sometimes, however, you may only want to change information about your LLC’s registered agent. In these cases, your LLC may choose to file a Statement of Change of Address of Registered Office and/or Registered Agent form instead of filing an amendment to the entire Articles of Organization.
Step 4: File your North Carolina LLC amendment
If you do file Articles of Amendment, make sure to be as specific as possible about what amendments you’re making. Once you have all of the information you need, and the proper authorization from the LLC to amend the Articles of Organization, you’re ready to file the amendment form with the Secretary of State online or by mail.
North Carolina Articles of Amendment vs. Restated Articles of Organization
North Carolina also provides LLCs the option to file Articles of Restatement instead of Articles of Amendment.
Amended Articles of Organization amend the initial Articles of Organization, which ultimately remain in effect. Restated Articles of Organization, on the other hand, serve to supersede the original Articles of Organization in its entirety. Additionally, the LLC may 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.
Let us help keep your North Carolina LLC compliant
Keeping the state and public up to date on any changes to your LLC is crucial to the success of your business. Thus, don’t let your LLC fall out of compliance. We are 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 LLC and stay compliant at every step along the way.
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.
- Do I need an attorney to amend my Articles of Organization in North Carolina?
No, there is no legal requirement stating that you need an attorney to amend your North Carolina Articles of Organization. But if you have legal questions about your LLC, seek the advice of a licensed attorney.
- What business changes can be reported in a North Carolina LLC Articles of Amendment form?
Any additions, deletions, or revisions to the information in an LLC’s original Articles of Organization may be reported in an Articles of Amendment form.
- Are North Carolina LLC Articles of Amendment the same as an annual report?
No, the Articles of Amendment and 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 LLC. You need to file Articles of Organization, however, only when changes arise.
- How long does it take to file LLC Articles of Amendment in North Carolina?
Filing the Articles of Amendment for your North Carolina LLC doesn’t take very long at all 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.
- What will I receive from the State of North Carolina when the LLC Articles of Amendment are filed?
The Articles of Amendment for your LLC 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.