How to File a Virginia LLC or Corporation Amendment

Starting your business can be stressful, but most people don’t realize that keeping their business state-compliant is work, too. When you make certain business changes to your Virginia limited liability company (LLC) or corporation, there are additional filing requirements with the state. Specifically, you’ll need to file an amendment to your Virginia LLC’s Articles of Organization or to your corporation’s Articles of Incorporation. In this article, we’ll explain the Virginia business amendment process, what changes require you to notify the state, what forms you need, and how we can make the process easier. 

Amending a Virginia LLC Articles of Organization

If you’re looking to make amendments to your Virginia LLC, we’ll show you how in this section. But if you’re looking to amend a corporation’s paperwork, please keep scrolling to the section titled “Amending a Virginia Corporation Articles of Incorporation.”

Step 1: Determine if you need to file the Articles of Organization

When you amend a Virginia LLC, you’ll be amending your formation documents, the Articles of Organization. This legal document not only establishes the entity, but outlines basic details about the LLC. Articles of Organization can be lengthy or incredibly simple. Either way, Virginia law requires Articles of Organization to include the following information: 

• LLC name
• Name of registered agent
• Address of registered office
• Principal office address
• Signature of one or more organizers
• Any extra provisions you wish to include

Once the Virginia State Corporation Commission (SCC) accepts the Articles of Organization, it will assign a personal identification number (PIN) to the LLC to use in future online transactions.

If you need to make changes to this info, then you’ll probably need to file the Articles of Amendment.  

Step 2: Identify and gather the information you need to file an amendment

To amend your LLC’s formation documents, you’ll need to file the Articles of Amendment. This form lets you change a variety of information, including your LLC name, your business contact information, and more. Before you jump into the filing process, you’ll want to ensure that you’ve got all the right information on hand for the changes you need to make.

For example, if you’ll be updating your business name, you’ll want to check that you have the spelling right and that you’ve included the proper designator. If you’re amending a section that you added, you’ll want to ensure you’ve got the wording right. You’ll also be asked to provide information about how your amendment was approved.

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 Virginia, 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 agent should be reported as well since they are responsible for receiving service of process and other important communications on behalf of your business.

Are there penalties if I don’t?

There are penalties for not maintaining up-to-date Articles of Organization, and they could significantly impact your ability to grow your LLC. To prove your LLC exists, is in compliance, and has authority to transact business in Virginia, the SCC will issue a Certificate of Fact of Existence or Registration. Some states call this a Certificate of Good Standing, but in Virginia those are only for corporations.

If you don’t update your Articles of Organization, your Certificate of Fact of Existence will reflect that the LLC isn’t in compliance. When you go to open a business bank account or get a loan, the financial institution probably won’t approve you for business activities if you’re not compliant with Virginia LLC requirements. This can be quite detrimental to your business’s success. 

Step 3: File your amendment paperwork with the State Corporation Commission

Now it’s time to file the paperwork. Virginia actually has a slightly unusual approach to this step; they provide several different forms depending on the information you’re going to change. There’s a dedicated form for changing your name, which incurs a $25 filing fee (as of this writing). There are also dedicated forms for updating your principal business address or changing your registered agent or registered office, neither of which has a fee. If you’re filing a full amendment to your articles, then you’ll have to draft your own (the state provides a model form to follow, though).

No matter what change you’re making, you can find all the forms on the Virginia State Corporation Commission website. You’re also allowed to file online if you prefer. Once it’s processed, your amendment will go into effect.

Amending a Virginia Corporation Articles of Incorporation

Need to amend a Virginia corporation? We’ll show you how in this section.

Step 1: Determine if you need to file a Virginia corporation amendment

If you’re amending your Virginia corporation, you’ll be amending your company formation documents, the Articles of Incorporation. This form is what officially creates your corporation. It covers a variety of important information, including:

• Your corporation name and designation
• Your corporation’s purpose
• The shares of stock your corporation will issue
• Your registered agent’s name and address
• The number in your board of directors
• The names of all your directors
• The name of your incorporator
• The incorporator’s signature
• Any additional provisions you wish to include

If you need to change any of this information, you’ll need to amend your Articles.

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

Corporations will have slightly different information they’ll need to cover with their Articles of Amendment. Some will need to update the number of shares the corporation can issue, and others might need to update the names or addresses of their directors or registered agent. It’s also pretty common to update additional provisions you added to your formation documents.

Whatever information you decide to update, you’ll want to make sure you’ve got the right data on hand before you jump into the filing process. For example, if you’re going to be changing the business name, you’ll want to double-check that you’ve got the spelling right. If you’re changing names or addresses, it’s important to make sure you’ve got the right information.

Virginia also requires you to explain how your amendment was approved by your shareholders, so you’ll need to track down that information before you file.

Step 3: File the amendment paperwork with the State Corporation Commission

Next, it’s time to file the amendment paperwork. Virginia actually provides several different forms based on the change you’re making. For starters, if you’re just updating your principal office address and the names, titles, and addresses of your directors and principal officers, there’s a separate form but no filing fee. There’s a form dedicated to changing your company name (with unanimous shareholder approval), which costs $25. If you want to change your registered agent or registered office address, there’s a separate form for that, although it has no filing fee.

Finally, if you need to make other amendments, there’s a separate filing for that, which you’ll actually have to draft yourself (the state provides a sample, though). This amendment costs $25 plus any extra charter fees. You can file all of these forms by mail or online. No matter what method you choose, you’ll need to input the information you gathered in step 2. Your amendment will go into effect once your paperwork is processed.

Virginia Articles of Amendment vs. Restated Articles of Organization/Incorporation

Articles of Amendment change or add to the original Articles of Organization or Articles of Incorporation. In contrast, Restated Articles of Organization/Organization supersede the original formation articles and all amendments. 

If you need to do a complete overhaul of your company’s formation documents, a restatement may be the best option. As with the Articles of Amendment, the SCC provides a Guide for Articles of Restatement that you can use to create your own document. There are separate guides for Articles of Organization and Articles of Incorporation. You have the option to either file online, in person, or by mail, and you must include the appropriate filing fee ($25 as of this writing). 

Virginia Articles of Amendment vs. Articles of Correction

Articles of Correction is the document used to change an incorrect name or address that was incorrect in the original Articles of Organization or Articles of Incorporation. You can’t use this form to update the name or address of your business if it changes. Use the SCC’s Guide for Articles of Correction as a template for your document, file either online, in person, or by mail, and include the required filing fee ($25 as of this writing). 

We can help keep your Virginia business compliant

Making an amendment to your company’s formation documents isn’t so straightforward. But we can take away the hassle of knowing which form to use, getting the right fee information, and filing the document with our Amendment Filing service and Worry-Free Compliance service. We have the experts and support available so you don’t get bogged down with the administrative side of running a business.