How to File a Washington LLC or Corporation Amendment

Despite extensive planning for your business, situations will inevitably arise when you need to make changes to your Washington limited liability company (LLC) or corporation. In some circumstances, these changes must be reported to the Secretary of State’s office by amending your business’s formation documents. By doing so, you help ensure that the state and public at large are aware of the changes you’ve made. This is an important compliance task that all Washington business owners should, but may not necessarily be, aware of. 

If this sounds complicated, don’t worry. Let’s take a closer look at how to amend your Washington LLC’s Certificate of Formation or your corporation’s Articles of Incorporation, when you need to do so, and how our compliance tools and service can make the process less stressful for you.

Amending a Washington LLC Certificate of Formation

If you need to make changes to a Washington LLC, we’ll show you how in this section. If you need to update a Washington corporation, keep scrolling to the section titled “Amending a Washington Corporation Articles of Incorporation.”

Step 1: Determine if you need to amend your Certificate of Formation

In Washington, a Washington LLC is the legal document that creates an LLC. Until this form is processed, the LLC doesn’t technically exist. A Certificate of Formation must include important information such as: 

• Name of the LLC
• Name and address of the registered agent for the LLC
• Address of the principal office
• Contact information for the principal office
• Duration of the LLC
• Effective date
• Names of executors
• Name of the LLC’s governor
• Nature of the LLC
• Return address for filings
• Other provisions you want to include

Generally speaking, if you need to make changes to any of this information, you’ll probably need to file an amendment.

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

Washington LLCs can use the Amended Certificate of Formation of a Limited Liability Company form to make changes to their formation documents. This form allows you to make a variety of changes, including your business name, your business type (professional LLC or not), your registered agent, and more. Generally speaking, as long as a change is permissible by law, you can use the Amended Certificate of Formation to make the change.

Before you jump into the paperwork, it’s helpful to gather the information you’ll need to make your changes. For example, if you’re going to be changing your name, you’ll want to confirm what your old name was, what the spelling of your new name is, and the designator your new name will have. You’ll also need to update your name if you’re converting into a professional LLC. If you’re changing your registered agent, you’ll need the new agent to sign the section “Consent to Serve as Registered Agent.”

This form also asks for some basic identifying information about your business, such as your UBI number, so make sure you have that on hand, as well.

Why should I update my Certificate of Formation?

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 Washington, 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?

Unfortunately, there can be penalties for failing to amend your Washington Certificate of Formation. For example, the Secretary of State may refuse to issue a Certificate of Existence to your Washington LLC.

A Washington Certificate of Existence, referred to in many states as a Certificate of Good Standing, is an important legal document for your business that certifies that your LLC is legally registered and permitted to operate within the state. Without a valid and current Certificate of Existence, your LLC may be unable to: 

• Secure a business loan for the LLC
• Register your LLC in another state
• Open business bank accounts
• Enter into contracts with government agencies and other entities

The inability to obtain a Certificate of Existence can negatively affect your LLC if it seeks to expand its operations or secure funding in the future. Don’t let this happen — keep your LLC compliant so it can obtain a Certificate of Existence as soon as you request one.

Step 3: File your Certificate of Formation with the Washington Secretary of State

Now, it’s time to file your paperwork. In Washington, you have the option to file your Amended Certificate of Formation online through the Washington Corporations and Charities Filing system. Alternatively, you can download the form from the Secretary of State’s website and file it by mail to the address listed on the form. Either way, you’ll need to fill in the form with the information you gathered in Step 2.

At the time of this writing, the filing fee for this form is $30. Once your form is processed, your amendment will go into effect.

Amending a Washington Corporation Articles of Incorporation

Need to make changes to a Washington corporation? We’ll show you how in this section.

Step 1: Determine if you need to amend your Articles of Incorporation

In Washington, the Articles of Incorporation is the form that officially creates your corporation in the state. Until it’s filed, your corporation won’t technically exist. This form asks for a variety of information about your business, including:

• Your corporation name
• How long the corporation will exist
• Effective date for the filing
• Number and class of shares the corporation can issue
• Name and address of the registered agent
• Street address, mailing address, and email address for the corporation
• The agent’s consent to serve
• Name, address, and signature of each incorporator
• Other provisions you wish to include

Generally speaking, if you need to change any of this information, then you’ll need to file an amendment to your articles.

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

Corporations use the Articles of Amendment form to make changes to their business. This form lets you make a variety of changes, including your business name, the number of shares issued, provisions you added yourself, and more.

Before you start the filing process, you’ll want to gather the information you need to make your desired changes. For example, if you’re amending how many shares your corporation can issue, you’ll need to verify the old number and confirm the new number of shares, their classes, and their par values. You’ll also be asked to confirm some information about your business, including your UBI number. If you’re changing your registered agent, you’ll need the incoming agent to sign the section “Consent to Serve as Registered Agent.”

The Articles of Amendment also asks for information about how your amendment was approved, including the date of approval. Be sure to have all these facts on hand to help streamline your filing process.

Step 3: File your Articles of Amendment

Now, it’s time to file your paperwork. Washington offers an online filing method for the Articles of Amendment through the Corporations and Charities Filing System. Alternatively, you can download the form “Articles of Amendment of a Profit Corporation” from the Secretary of State’s website and file it by mail. Either way, you’ll need to fill in the form with the information you gathered in Step 2.

At the time of this writing, there’s a $30 fee for this filing. Once the form is processed, your amendment will go into effect.

Washington Amendment vs. Restated Certificate of Formation/Articles of Incorporation

In the State of Washington, an LLC or corporation may also file a Restated Certificate of Formation or Restated Articles of Incorporation. Restated formation documents serve to integrate the current operative provisions of the Certificate of Formation or Articles of Incorporation and any subsequent amendments into one document. 

The Restated Certificate or Articles will then supersede the initial form, as amended or supplemented. Sometimes, if your business has made a significant number of amendments, you might consider filing a Restated Certificate of Formation or Restated Articles of Incorporation to combine all filings into one clean document. However, it’s important to note that there is currently no standard form for a restatement; you’ll need to draft your own. 

Washington Amendment vs. Statement of Correction

In other cases, your business may need to file a Statement of Correction. Whereas an Amended Certificate of Formation or Articles of Amendment reports changes that a business wishes to make to the business information, a Statement of Correction is used for correcting inaccurate or defective information that was previously filed in error. It’s a form for correcting mistakes, not making changes. The filing fee is $30 as of this writing.

We can help keep your Washington business compliant

A successful business is one that is able to keep its information updated and stay compliant with the state. Thus, it’s important that you don’t let your business fall behind on its amendment and other compliance requirements. Although this can seem difficult, we can help you keep your business on track. From formation to compliance, we’re here to help your Washington state business grow and thrive.