When it comes to many things in life, the only constant is change. The same goes for businesses. When you make changes to the information in your Oregon corporation’s original Articles of Incorporation, you will need to provide the state notice of the changes to remain compliant with state law by filing an amendment. If this seems confusing, don’t worry. Let’s look at the process for amending your Articles of Incorporation in Oregon and how ZenBusiness can help.
Oregon requires corporations to submit Articles of Incorporation to validly register the business to operate in the state. They contain important information such as the corporation’s legal name, registered agent information, principal office, and more. This allows both the state and the public to find your corporation in case legal notices must be delivered. If you haven’t filed your Articles of Incorporation yet, we can do so for you through our Oregon corporation formation service.
The Oregon Articles of Incorporation contain:
The information listed on your Articles of Incorporation must comply with Oregon’s corporate statutes; otherwise, the Secretary of State may reject your filing. The information contained in the Articles of Incorporation is public record, so parties trying to contact you will rely on the information you provided on the filing.
If your corporation’s Articles of Incorporation on file with the Oregon Secretary of State contains inaccurate information, your corporation may find itself unable to obtain a Certificate of Existence. You might need a Certificate of Existence, also known as a Certificate of Good Standing, to confirm that your business meets the compliance requirements in Oregon. Reasons a corporation might request a Certificate of Existence include:
The inability to obtain a Certificate of Good Standing upon request can cause your corporation to miss out on funding opportunities and communicate to business partners that your business is doing poorly.
To keep your business in good standing, file Articles of Amendment to advise the state of changes you’ve made in your corporation. The Articles of Amendment allows for corporations to amend their Articles of Incorporation to change any of the required information, in addition to adding or removing optional provisions if desired.
The board of directors, acting alone, can adopt certain amendments, including:
Other amendments require shareholder approval prior to adoption. When shareholder approval is required, it’s important to attach documentation verifying the process for voting and approving the amendment.
Oregon allows corporations to change certain information by filing an Information Change form. On the Information Change form, you can update a corporation’s:
Unlike filing the Articles of Amendment, the Information Change form is free.
Inevitably, circumstances will arise triggering the need to amend your corporation’s Articles of Incorporation.
We can help you stay compliant with state law and allow you to focus on running your business. We offer an Oregon registered agent service to satisfy the state’s legal requirement of listing a registered agent on your Articles of Incorporation. A registered agent accepts service of process on behalf of the corporation in the event of a lawsuit and receives correspondence on behalf of the corporation from the Oregon Secretary of State. Our Registered Agent Service also stores received documents in a dashboard, so you can access and print them as needed.
With our Worry-Free Compliance Service, we send alerts to business owners of important compliance and filing deadlines, file your annual report and two yearly amendments, and provide expert support in the event your Oregon 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.
Corporations of all types must file Articles of Amendment to change their Articles of Incorporation. Limited liability companies (LLCs) also need to file amendments to their formation documents when changes occur.
The cost of filing Articles of Amendment in Oregon changes on a regular basis. The Articles of Amendment form contains the most up-to-date filing fee.
Anyone can file the Articles of Amendment that meets the requirements laid out in Section 7 of the Articles of Amendment form.
Oregon doesn’t accept Articles of Amendment filings online. The form has to be completed and mailed to:
Secretary of State – Corporation Division
255 Capitol St. NE, Suite 151
Salem, OR 97310-1327
No. Oregon requires corporations to submit an annual report every year, regardless of whether the corporation made changes to information contained in the Articles of Incorporation. The need to file Articles of Amendment arises only when there is a change to the information contained in the original Articles of Incorporation.
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