How to Amend an Oregon Articles of Incorporation

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.

Step 1: Determine whether you need to change your Oregon Articles of Incorporation

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:

• Name of the corporation
• Principal office address
• Registered agent name and address
• Mailing address
• Authorized shares the corporation can issue
• Name and address of incorporators
• Name and address of initial president and initial secretary
• Signature of one director or shareholder with direct knowledge of the corporation’s operations

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:

• Opening a corporate bank account
• Seeking capital from investors
• Expanding your business to another state
• Purchasing insurance for your business
• Applying for licenses and permits

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.

Step 2: Review requirements for your Oregon amendment

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:

• Extending the duration of the corporation
• Deleting information of initial directors
• Changing the registered agent information
• Changing the corporate designation in the corporate name

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.

Step 3: Determine if you need to file an Information Change form instead

Oregon allows corporations to change certain information by filing an Information Change form. On the Information Change form, you can update a corporation’s:

• Principal place of business
• Business activity
• Registered agent name and address
• Mailing address of the corporation
• Individual with direct knowledge
• Names and addresses of corporate officers

Unlike filing the Articles of Amendment, the Information Change form is free.

Let us help you form and maintain your Oregon corporation

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.