Amend Virginia Articles of Incorporation

How to Amend Virginia Articles of Incorporation

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

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When you’re operating a business, change is inevitable. Whether the members of your business change or your business’s purpose takes a new direction, circumstances arise triggering the need to alter the information contained in your formation documents. You can do this by filing an Articles of Amendment with the Secretary of State. If this seems complicated, don’t worry — we are here to help. Let’s take a closer look at when you might need to file an amendment and how we can help.
Need to form your Virginia corporation first? Head over to our page on our Virginia corporation formation service to see how easy it’s to form a Virginia corporation with us.

What are Virginia Articles of Incorporation?

Virginia requires corporations to file their Articles of Incorporation with the Secretary of State before the corporation can legally operate.

The Virginia Articles of Incorporation require the following information:

  • 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

The Articles of Incorporation can include optional provisions that regulate the internal procedures of the business.

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

The information given to the Virginia Secretary of State in the Articles of Incorporation is public record. This allows the state to compile the information of businesses registered within the state and maintain the records in a database. Anyone seeking to contact your business can obtain your principal address and your registered agent’s address if necessary.

When this information changes, updating the state as soon as possible eliminates the risk of your business’s information becoming outdated and inaccurate.

The failure to update the Secretary of State through an Articles of Amendment can result in the inability to obtain a Certificate of Good Standing.

In some situations, third parties request a Certificate of Good Standing prior to contracting with your business. The Certificate of Good Standing verifies that your business is legally registered in Virginia and is in compliance with statutory requirements. Your corporation may need a Certificate of Good Standing to:

  • Apply for business loans
  • Open a corporate bank account
  • Enter a contract with a third party 

If you don’t file Articles of Amendment to update the information contained in your Articles of Incorporation, your corporation can face difficulty obtaining financing and encounter other issues.

Step 2: Review requirements for your Virginia amendment

Virginia corporations can file Articles of Amendment to change the information listed in their initial Articles of Incorporation, including:

  • The name of the corporation
  • The number of shares authorized by the corporation
  • The corporation’s purpose

The Articles of Amendment can add or change any provision allowed to be included in the initial Articles of Incorporation. It can also delete provisions included in the Articles of Incorporation that weren’t required.

Step 3: Gather supporting documentation for your Virginia amendment

Include any documentation that supports the changes made by the Articles of Amendment to reduce the likelihood of the Secretary of State rejecting your filing. For example, you will want to provide information illustrating the voting and approval process.

Step 4: Complete a Virginia change of registered agent form (if necessary)

Virginia provides separate forms for certain changes in lieu of filing Articles of Amendment, including a change of registered agent and/or registered office form and a form allowing change of the corporate name with unanimous shareholder consent.

We know that the amendment process can be overwhelming for both new and seasoned business owners. Let us help you stay on track and state-compliant with our Worry-Free Compliance, Virginia registered agent, and amendment services. 

We can help you keep your Virginia corporation in good standing

Updating the Secretary of State when the information in your Articles of Incorporation falls out of date is crucial to keeping your business legally compliant. We are here to make the process easier for you. 

With our help, you don’t have to do it alone. Our Worry-Free Compliance Service sends alerts for important compliance and filing deadlines and provides expert support should you miss a filing and fall out of good standing with the state. Additionally, the Worry-Free Compliance Service includes two yearly amendments — all you have to do is pay the state’s filing fee.

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 Virginia Articles of Amendment?

    Any type of corporation or limited liability company (LLC) registered in Virginia that changes the information contained in its formation documents must update the state by filing Articles of Amendment.

  • How much does it cost to file an amendment?

    The cost of filing Articles of Amendment changes frequently and depends on the number of shares issued by your corporation. The Virginia Articles of Amendment form reflects the most up-to-date filing fees.

  • Who can file a Virginia corporation amendment?

    Any officer authorized to act on behalf of the corporation can file Virginia Articles of Incorporation.

  • Where do I file a Virginia corporation amendment?

    Virginia maintains an online database for electronic corporate filings. Alternatively, the form can be completed and mailed to the State Corporation Commission Clerk’s Office in Richmond.

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

    Virginia requires all corporations to submit a yearly report, known as an annual report, to remain compliant with the state. Filing Articles of Amendment is only required when the corporation makes changes that affect the accuracy of the information contained in the Articles of Incorporation.

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