How to File an Ohio LLC or Corporation Amendment

Understanding the essential reasons for amending your Articles of Organization or Articles of Incorporation in Ohio is crucial for maintaining business compliance and adaptability.

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When you form your Ohio limited liability company (LLC) or corporation, you may or may not realize how much work it takes to keep your business state compliant. A very important compliance requirement crops up if you make changes to certain information contained in your LLC or corporation’s founding document. Then, you’ll need to file an amendment to your Articles of Organization or your Articles of Incorporation.

If this sounds complicated, don’t worry. We’re here to help you navigate the Ohio LLC or corporation amendment process. Learn more about Ohio business amendments in our guide below, and see how our products and services can help you stay state compliant.

Amending an Ohio LLC Articles of Organization

If you need to make changes to an Ohio LLC, we’ll show you how in this section. But if you need to make changes to an Ohio corporation, keep scrolling to the section titled “Amending an Ohio Corporation Articles of Incorporation.”

Step 1: Determine if you need to amend your Articles of Organization

In Ohio, all LLCs must file the Ohio articles of organization with the state to make the business legal and allow it to receive certain benefits. In the Articles of Organization, you must include information about your Ohio LLC, including: 

  • The name of the LLC
  • LLC principal office address
  • Name and address of the initial statutory agent for service of process

Other information, such as the effective date, period of existence, and LLC purpose, can be included but aren’t required. 

Generally speaking, if you need to make any changes to the information that you originally included in your LLC’s Articles of Organization, then you’ll need to file an amendment.

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

In Ohio, LLCs that need to make an amendment will need to file the LLC Certificate of Amendment. This form allows you to make a variety of changes, including:

  • The LLC’s name
  • Stated business purpose
  • Period of existence
  • Any provisions you added in your original articles

Before you actually start filing your paperwork, it’s helpful to gather this information so you can check that you have all the right spelling and wording. Additionally, the form asks for your LLC’s registration number and original formation date, so you’ll need to double-check that you have that information, as well.

Why should I update my Articles of Organization?

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 Ohio, 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 statutory agent should be reported as well since they are responsible for receiving service of process and other important communications on behalf of your business. However, changing your statutory agent requires different paperwork, the Statutory Agent Update form.

Are there penalties if I don’t?

Failure to comply with Ohio law and amend your Ohio Articles of Organization can result in consequences for your business. One potentially serious penalty includes the inability to obtain a Certificate of Good Standing. 

Also referred to as a Certificate of Existence or Certificate of Status in other jurisdictions, a Certificate of Good Standing is an important document that verifies the legal status of a business. Specifically, an Ohio Certificate of Good Standing confirms that a business has complied with its legal obligations and is able to conduct business within the state. 

Often, a business must provide a current and valid Certificate of Good Standing to partake in important business activities such as: 

  • Doing business in other states
  • Applying for a business loan
  • Opening business bank accounts

The inability to take these types of actions can ultimately impact your business and its ability to secure funding. So, don’t fall out of compliance and risk slowing the potential growth of your business.

Step 3: File your Certificate of Amendment with the Ohio Secretary of State

Now you can submit your paperwork. To get started, you’ll need to download the “Certificate of Amendment or Restatement” form from the Secretary of State’s website, complete it, and then drop it off, mail it, or fax it to the state office. You can also file online via the Ohio Business Central website. In any case, you’ll need to fill in the form using the information you gathered in Step 2.

At the time of this writing, this filing costs $50 to submit. Once the form is processed, your amendment will go into effect.

Have questions about how to form an LLC? We’re here to help. Our Ohio LLC formation service can help you get started in minutes, and we can even provide you with an Ohio statutory agent to fulfill that state requirement.

Amending an Ohio Corporation Articles of Incorporation

Need to make changes to a corporation? We’ll show you how in this section.

Step 1: Determine if you need to amend your Articles of Incorporation

In Ohio, the document that creates a corporation is called the Articles of Incorporation; until this form is filed, your corporation won’t exist. This form asks for a lot of information about your business, including:

  • Name of the corporation
  • Principal office address
  • Effective date for the company (optional)
  • Number of shares the corporation can issue, their classes, and their par values
  • Initial stated capital (if applicable)
  • Stated business purpose (optional)
  • Name and address of the statutory agent and their consent to the appointment
  • Name and signature of each incorporator
  • Other provisions you wish to include

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

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

Before you jump into the filing process, it’s helpful to narrow down exactly what changes you’ll be making and gather the data you need to make those changes. On the Certificate of Amendment, you can make changes to most articles you included in your original formation documents. For example, you could change your name, the number of shares your corporation can issue, or one of the provisions you added. However, you can’t change your statutory agent; that instead requires the Statutory Agent Update form.

In addition to gathering all the information you’re going to change, you’ll need to provide information about how the amendment was approved, so make sure you track down that information, too.

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

Now, it’s time to file the paperwork. To get started, you’ll need to download the “Certificate of Amendment” form for a for-profit, domestic corporation. You’ll fill part of it out with basic information like your contact information and the way your amendment was approved. Then, you’ll need to draft attachments for the changes you’re making. Once completed and signed, you can file this form by mail or by dropping it off in person to the Secretary of State’s office. You can also file online via the Ohio Business Central website.

At the time of this writing, this form costs $50 to submit. If you’re amending the number of shares, the fee may be higher; see the Ohio Secretary of State website for more information. Once it’s processed, your amendment will go into effect.

Certificate of Restatement vs. Certificate of Amendment

Ohio also permits LLCs to file what’s called a Certificate of Restatement. Rather than amending specific articles, as is the case with a Certificate of Amendment, a Certificate of Restatement replaces the original Articles of Organization in its entirety. While a Certificate of Amendment must be filed within 30 days of the occurrence of a change, a Certificate of Restatement may be filed at any time. 

Your LLC can file a Certificate of Restatement using the same form as for a Certificate of Amendment. Filing fees and methods are the same, as well. 

For LLCs, Ohio also provides the option of filing a Certificate of Correction to correct a previous filing that contained incorrect or inaccurate information or to correct a filing that was signed defectively. The Certificate of Correction should:

  • Describe the filing being corrected, including its filing date, or attach a copy of the filing itself
  • Specify the information that is inaccurate or the signature that is defective
  • Correct the inaccuracy in the filing or the defective signature

Importantly, the Certificate of Correction does not change the effective date of the filing you are correcting. 

Certificate of Amendment vs. Statutory Agent Update

If you need to update your statutory agent information, you must file a Statutory Agent Update form instead of an amendment. This form is simpler than an amendment and, at the time of this writing, cheaper: $25.

Let us help your Ohio business stay compliant 

Keeping the state up to date on changes to your business is crucial. However, that doesn’t mean it’s easy. With everything you have on your plate as a business owner, it’s easy to let amendments and compliance issues fall behind. 

Fortunately, we’re here to help. With our amendment service and Worry-Free Compliance service, which includes up to two yearly amendments, we can help you stay on track and state compliant. That way, you can get back to running and growing your business. 

FAQ

  • Ohio doesn’t require business entities to have an attorney to file a Certificate of Amendment.

  • With the exception of statutory agent changes, any additions, deletions, or alterations to the information in an LLC’s original Articles of Organization or a corporation’s Articles of Incorporation may be reported in a Certificate of Amendment form. Examples might include changes to information like the name, duration, or purpose of the business.

  • Ohio doesn’t require business entities to file annual reports, unlike many other states. However, Ohio does require businesses to inform the state after making changes to the information contained in their Articles of Organization or Articles of Incorporation.

  • With regular service, the Secretary of State can typically process Certificates of Amendment in approximately three to seven business days. With an extra fee for expedited service, the Secretary of State can process the Certificate of Amendment within two business days after it’s received. For higher fees, you can have the paperwork filed within one business day or four hours.

  • The Ohio Secretary of State will issue an approval certificate to the person you name on the filing form cover letter.

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

Articles of Organization Amendment Resources

Articles of Organization Amendment Resources

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