Ohio corporation amendments

How to Amend Ohio Articles of Incorporation

Ohio 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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Filing the Ohio Articles of Incorporation registers your business with the Secretary of State, allowing the corporation to legally operate in the State of Ohio and providing the state with basic information about your company. Like any situation in life, this information can change as you run your business. When changes occur, you can inform the Secretary of State by filing a Certificate of Amendment. If this sounds complicated, don’t worry. We’re here to guide you through the Ohio corporation amendment process.

Haven’t formed your corporation yet? We offer an Ohio corporation formation service to help file your Articles of Incorporation (AOI), ensuring that the information contained in the articles complies with state corporate formalities. Having us file your Articles of Incorporation allows you to focus on getting your business up and running. 

What are Ohio Articles of Incorporation?

Ohio requires corporations to file their Articles of Incorporation before commencing business within the state. Ohio Articles of Incorporation contain information about your business, including: 

  • Corporation’s name
  • Corporation’s principal address
  • Name and operating address for your statutory agent
  • Corporation’s purpose
  • The number of shares authorized by the corporation and the par value of the shares
  • The name, address, and signature(s) of the incorporator(s)

The state requires this information about your corporation for a variety of reasons. The principal address of your corporation allows the state to contact your business at that address if necessary. The state requires information about your statutory agent in the event your corporation is sued or receives correspondence from state agencies.

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

As referenced above, the state uses the information listed in your Articles of Incorporation for many reasons, including:

  • Contact information to reach the corporation’s officers
  • Statutory agent information to allow for service of process
  • Ensuring that your corporation stays in compliance with state and federal guidelines

When any of the information contained in your Articles of Incorporation changes, the state wants to be updated on that change for the same reasons.

Are there penalties if you don’t file a Certificate of Amendment? Yes. If the information contained in your initial Articles of Incorporation doesn’t reflect current and accurate information about your business, your corporation could fall out of good standing with the state. This can prevent your corporation from obtaining a Certificate of Good Standing. An Ohio Certificate of Good Standing confirms that your business exists and has met its legal obligations to conduct business. Some instances corporations may need to present a Certificate of Good Standing include:

  • Opening a bank account for your corporation
  • Entering a contract with a third party
  • Applying for business licenses and permits
  • Expanding your business to another state

So the bottom line is that without the ability to obtain a Certificate of Good Standing, your business can miss out on important business and growth opportunities. 

Step 2: Complete the Ohio Certificate of Amendment

Here’s how to file an amendment to a corporation in Ohio. To update your Articles of Incorporation, Ohio allows corporations to file an Ohio Articles of Incorporation Amendment (Certificate of Amendment). The Certificate of Amendment can:

  • Change the name of the corporation
  • Change the principal office location
  • Alter the corporation’s stated purpose
  • Increase or decrease the number of authorized shares
  • Authorize a new class of shares
  • Increase or decrease the par value of authorized shares

Any information allowed in the initial Articles of Incorporation can be changed with a Certificate of Amendment. 

Step 3: Attach supporting documents to your Ohio amendment

An Ohio Certificate of Incorporation Amendment requires approval by the board of directors or shareholders. So you will need to include attachments in the Articles of Amendment reflecting the voting and approval process for the changes you are making.

Step 4: Submit separate filings for Ohio statutory agent changes

Yes. You cannot change your statutory agent through an amendment to your Articles of Incorporation. Instead, Ohio allows corporations to change their statutory agent by filing a Statutory Agent Update form, rather than a Certificate of Amendment.

We can help you register and maintain your Ohio corporation

We can help alleviate the stress of the process and allow you to focus on running your business. We can help you get your business on its feet with our Ohio formation services. Our business formation service also includes:

  • Name Search: We verify that your preferred business name is available, or contact you if its not available to give you the opportunity to pick another name prior to filing your Articles of Incorporation
  • Expert Support: Our filing experts provide advice during business hours by chat or by phone to answer your questions 

We also offer Ohio statutory agent services to satisfy the state’s requirement of naming a statutory agent. A statutory agent, often referred to as a registered agent, accepts service of process and certain official correspondence on behalf of the corporation. Our registered agent service also stores received documents in a dashboard, so you can access and print them any time you want. With our Worry-Free Compliance service, we send alerts to business owners for important compliance and filing deadlines, help file your annual report and two yearly amendments, and provide expert support in the event your Ohio corporation falls out of good standing.

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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FAQs

  • What entities need to file an Ohio Certificate of Amendment?

    Ohio requires a Certificate of Amendment for several entities, including:

    • Profit corporations
    • Nonprofit corporations
    • Professional associations
    • Limited liability companies (LLCs)
    • Limited partnerships (LPs)
  • How much does it cost to file an amendment?

    Ohio filing fees are always subject to change. It’s always best to check for the most up-to-date pricing, which can be found on the Certificate of Amendment form.

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