Discover why amending your Virginia formation documents is essential for compliance and adaptability. Explore our guide below for expert insights.
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.
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.”
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:
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.
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.
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.
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.
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.
Need to amend a Virginia corporation? We’ll show you how in this section.
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:
If you need to change any of this information, you’ll need to amend your Articles.
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.
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.
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).
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).
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.
FAQ
You’re not required to use an attorney to amend your formation documents in Virginia. If you have questions about what information you need to complete the different forms, you can talk to the SCC. However, they won’t provide legal or tax advice regarding the filing. You need an attorney or tax professional for that.
Most changes to the Articles of Organization or Articles of Amendment can all be reported with state amendment filings, but you’ll need separate forms for changing your business name, your principal office address, and your registered agent and registered office.
No. Articles of Amendment change the actual Articles of Organization or Articles of Incorporation on an as-needed basis. A Virginia annual report is a yearly filing that verifies mostly contact information on file with the state.
It takes approximately two weeks, but this will vary based on the SCC’s workload at the time and the method of filing; online filings are usually faster.
If you file the Virginia Articles of Amendment online, check the portal to get verification that the filing has been accepted. For paper filings, you have the option to include an email and/or mailing address where the SCC can send you confirmation of the filing.
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.
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