Amend Rhode Island Articles of Incorporation

How to Amend Rhode Island Articles of Incorporation

To make certain changes to your Rhode Island corporation, you need to file an amendment to your Articles of Incorporation. Learn how we can help.

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Rhode Island is a welcoming place for small businesses to grow. But as your business grows, you may find it necessary to make changes. If any of these changes affect the information you provided to the state in your corporation’s Articles of Incorporation, you will need to formally notify the Secretary of State by filing an amendment.

We want your business to flourish, and with our help, it can. We have a suite of services that you can use to help keep your Rhode Island domestic corporation compliant with state law.

What are Rhode Island Articles of Incorporation?

Articles of Incorporation in Rhode Island give you the legal building blocks of your corporation. You can build your business on top of the solid foundation your Articles of Incorporation give you. You can’t have a corporation without them.

We give you the materials you need to build a solid foundation for your Rhode Island corporation. With our Rhode Island corporation formation service, you can craft Articles of Incorporation for your Rhode Island company just the way you want. Our corporation formation page lets you choose what information you want to include so you can comply with Rhode Island corporate law. 

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

Every corporation in Rhode Island has to file Articles of Incorporation with the Secretary of State‘s Business Services Division. Otherwise, Rhode Island law won’t recognize your company as a legal corporate entity. As a result, you might lose the favorable treatment Rhode Island law offers you.

You need to know how to file an amendment to a corporation in Rhode Island if you run a corporation in the state. You never know when something might happen and you’re scrambling trying to figure out what to do. You have to amend your Articles of Incorporation if you change anything about your business that you listed in the Articles of Incorporation. 

Step 2: Understand the penalties for not filing an Oregon corporation amendment

You might ask why you need to do that. The answer is simple. All documents filed with the Secretary of State must be up to date because they contain public information. The public might need to know your corporate contact information, where your registered office is, and who your registered agent is for service of process, as well as auditing needs. Additionally, you need to file an amendment to the Articles of Incorporation if you add information to your original articles. 

The Rhode Island Secretary of State keeps a close watch on local businesses. The Secretary of State can decertify your business as a corporation if you don’t follow the rules. You definitely don’t want that. 

Losing your designation as a corporation means that you lose the protection of Rhode Island law. Also, the Secretary of State won’t give you a Certificate of Good Standing. 

You can’t grow your business if you can’t get a Certificate of Good Standing from the state. Rhode Island banks need to have a current Certificate of Good Standing to give you a loan. Also, investors often want to have a Certificate of Good Standing so they know that the company is legitimate. Without one, you can’t raise the capital you need to grow your business or expand into other states.

Step 3: Gather information for your Rhode Island Amendment

You need to know when Rhode Island corporate law will require you to file an amendment to your Articles of Incorporation. According to Rhode Island law, you have to amend your company’s Articles of Incorporation when your corporation:

  • Changes its corporate name
  • Changes its principal place of business
  • Nominates a new resident agent
  • Alters the shareholders’ rights
  • Makes any change that conflicts with the information originally contained in the Articles of Incorporation

You can’t amend any information contained in the original Articles of Incorporation that would change the legal rights of others when a lawsuit is filed. For example, you can’t attempt to create a new legal entity by changing your corporate name.

It’s important that you file the amended articles correctly. Otherwise, the Secretary of State will reject them and cause you massive headaches. When you file your amendments, be sure to include evidence that you have the required votes for the amendment to become effective. Also, you need to draft your amended articles with great detail and specificity. You don’t want vagueness or ambiguity.

Step 4: Understand what can be changed without an amendment

Rhode Island wants you to keep your registered agent information up-to-date at all times. However, you don’t need to amend your Articles of Incorporation if you’re only changing your registered agent. The Rhode Island Secretary of State has a form allowing you to do that without filing amendments. 

Also, you can change other pertinent information concerning your business, such as its principal address, names of the principals, and corporate purpose when you file your annual report.

Sounds like a lot to remember, doesn’t it? With our Worry-Free Compliance service, you never have to stress about compliance again. We will help make this process as convenient and smooth as possible.

If you need someone to stay on top of your corporate compliance so you can get other things done, we are there for you too.  Our Rhode Island resident agent and amendment services help you stay in compliance with Rhode Island law. That way, you can continue to fatten your bottom line without fear of missing a deadline.

We can help!

We want you to succeed. Your success is our success. Let’s work together to grow your business. You worry about the nuts and bolts of running your business, and we’ll worry about your corporate compliance needs. With our Worry-Free Compliance service — which includes two amendments each year — entity formation tools, registered agent service, and corporate amendment services, we’ll help keep you on the right track to success.

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.

FAQs

  • What entities need to file a Rhode Island Amendment to Articles of Incorporation?

    Several entities need to file Articles of Incorporation in Rhode Island. This includes domestic business corporations, benefit corporations, professional service corporations, professional service benefit corporations, and domestic worker’s cooperatives.

  • How much does it cost to file an amendment?

    Fees change regularly. The best thing you can do is to check with sos.ri.gov for updated information.

  • Who can file a Rhode Island corporation amendment?

    If you have any doubt about the authority of a person to act on your corporation’s behalf, consider seeking the advice of counsel. Typically, the Articles of Incorporation or corporate by-laws authorize people to sign and file documents on behalf of the corporation. The Secretary of State will reject your filing if a person without authority to do so signs your amendment.

  • Where do I file a Rhode Island corporation amendment?

    You must file your amendment with the Secretary of State Business Division.

  • Is a Rhode Island corporation amendment the same as an annual report?

    The two documents aren’t the same. You can change information such as your principal office address, the names of the principals, and your corporate purpose when you file an annual report. However, you can’t change your business name or complete other crucial amendments in an annual report. You must amend the Articles of Incorporation.

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