Discover why amending your Pennsylvania formation documents is essential for compliance and adaptability. Explore our guide below for expert insights.
Like many business owners, you probably spent a good deal of time planning the details of your Pennsylvania business, including deciding what business type to form. Many people think that filing the Certificate of Organization or Articles of Incorporation to form your business is the final step of the process when, in reality, it’s just the beginning. Staying state-compliant is a job that continues throughout the life of your business, and one of those tasks is to update the state when you make certain changes to your Pennsylvania business information. This means that you’ll need to amend your company’s formation documents.
If this sounds a little scary, don’t worry; we’re here to help. Read on to learn about the amendment process in Pennsylvania and how we can make this task easy.
If you need to amend your LLC’s formation documents, we’ll show you how in this section. But if you need to make changes to a corporation, please keep scrolling to the section titled “Amending a Pennsylvania Corporation Articles of Incorporation.”
If you file a Certificate of Amendment, you’ll be amending your Certificate of Organization, which is the form that officially created your business. This form asks for a lot of basic information about your business, including:
The Certificate of Organization can include additional provisions as long as the provisions don’t conflict with the operating agreement.
Generally, if you’re going to make changes to this information, you’ll need to file a Certificate of Amendment.
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 Pennsylvania, 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 registered office and agent should be reported as well since they receive service of process and other important communications on behalf of your business.
If your Certificate of Organization isn’t accurately updated, then you may not be able to access a Certificate of Good Standing (CGS), known in Pennsylvania as a Certificate of Subsistence. This is a legal document from the state that proves that your business is in compliance with state regulations. It’s often necessary for important business functions that require proof of your business’s legal status, such as fundraising from investors and lenders. States usually require a recent CGS or its equivalent if you want to do business there as a foreign (out-of-state) entity. Keep your business compliant so that you don’t miss out on any opportunities for growth.
Pennsylvania provides a form you can use for your Certificate of Amendment. You can use the form to update almost any provision, from your name and address to the extra provisions you added yourself.
Then, before you jump into the filing step, gather the information you’ll need to make those changes. For example, if you’re going to be updating your name, make sure you confirm the old name and double-check that you have the right spelling for the new name. If you’re changing an article you added, you’ll want to check that you’ve worded the amendment correctly so it accomplishes the goal you have for the change.
When you file, you’ll be asked to provide some basic facts, like your current registered office information. You’ll also need to confirm how the amendment was approved, so make sure you’ve got all that information on hand.
Note: If you’re only changing your registered office and nothing else, you may want to instead file a Change of Registered Office form. At the time of this writing, the Certificate of Amendment costs $70 to file, while the Change of Registered Office form costs only $5.
Pennsylvania gives you two methods to file an amendment: submitting it online with Pennsylvania’s Business One-Stop Shop Hub or by downloading the “Certificate of Amendment – Domestic Limited Partnership/Limited Liability Company” form and filing by mail. Either way, you’ll need to fill in all of the information you gathered in step 3 and submit the form to the Department of State, along with the $70 fee.
Need to make changes to a corporation? We’ll show you how in this section.
In Pennsylvania, filing the Articles of Incorporation is what formally creates your corporation in the state. This form asks for a lot of basic information about your business, including:
You are also allowed to file additional provisions if you need to.
If you need to make any changes to this information, you’ll need to file a Certificate of Amendment. However, changing your registered office requires a different form, Change of Registered Office.
Corporations will have different reasons for filing an amendment, from changing the company name to the number of shares the corporation can issue and more. But before you jump into the filing process, you’ll want to track down the information that you’re going to change. For example, if you’re going to be changing your name, you’ll want to confirm that you have the right spelling for the new name. If you’re updating the provisions you added on your own, you’ll want to check that you’ve worded things correctly.
You’ll also need to provide some information confirming how your amendment was approved by your shareholders.
Now it’s time to file the paperwork. Pennsylvania allows you to file a Certificate of Amendment by mail or online, inputting the information you gathered in step 2. That said, it’s much easier to file the report online through the Pennsylvania Business One-Stop Shop Hub. Online filings are processed more quickly, so the state recommends the online route.
At the time of this writing, the amendment costs $70.
Pennsylvania provides LLCs and corporations the option to file a Restated Certificate of Organization or a Restated Articles of Incorporation instead of a Certificate of Amendment by checking a box on the Certificate of Amendment form.
The Pennsylvania Certificate of Amendment amends the initial formation documents, which ultimately remain in effect. Alternatively, the Restated Certificate of Organization replaces the original Certificate of Organization in its entirety.
If you opt for the Restated Certificate, be sure to include a statement that the Restated Certificate supersedes the original formation documents and all earlier amendments.
Amendment issues can be confusing and tedious, but you don’t have to face these issues alone. We can make this easier with our Worry-Free Compliance service to help you stay compliant with state requirements, including amendments and annual report filing.
Pennsylvania provides a Statement of Correction form that allows you to correct any inaccuracies in a filing that has been accepted by the Department of State. Unlike the Certificate of Amendment, the Statement of Correction does not make substantive changes to the contents of your Certificate of Organization but only corrects information that was noted incorrectly.
Keeping the state and public up to date on any changes to your LLC or corporation is crucial to the success of your business. Don’t let your business fall out of compliance. We’re here to help make things easier for you.
We will provide the assistance you need along the way. With our Worry-Free Compliance, Pennsylvania registered office, and amendment services, we can help you form, operate, and maintain your Pennsylvania business and avoid falling out of good standing.
FAQ
Pennsylvania doesn’t require you to hire an attorney to review your Certificate of Amendment before it’s filed. However, if you run into legal issues or have legal questions about your business, it’s a wise idea to seek advice from a legal professional before making any big moves.
Any additions, deletions, or revisions to the information in a Pennsylvania LLC or corporation’s formation documents may be reported in a Certificate of Amendment form with the exception of changing a registered office for a corporation, which must be done with a separate form.
No. Pennsylvania requires LLCs and corporations to submit a decennial report every 10 years during numbers that end in 1, regardless of whether or not the company made changes to information contained in the formation documents. The failure to file your report can also result in your business losing its good standing status.
Pennsylvania requests 10 to 15 business days for the processing of online filings. This timeline can increase depending on the workload of the office.
The Certificate of Amendment form provides spaces at the top of the document to indicate whether you want the return document sent to a physical address by mail or sent by email.
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.
Written by Team ZenBusiness
ZenBusiness has helped people start, run, and grow over 700,000 dream companies. The editorial team at ZenBusiness has over 20 years of collective small business publishing experience and is composed of business formation experts who are dedicated to empowering and educating entrepreneurs about owning a company.
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