Part of creating your legal entity requires filing key documents with your state. If you set up your business as a Limited Liability Company (LLC), those documents were your Articles of Organization. If you were creating your business as a corporate entity, you submitted Articles of Incorporation. These important filings were an instrumental part of the process of making your business official and establishing your company.
The filing provides critical information to the state government, including the name and address of your business, the names of your managers or board members, the purpose of your business and the Registered Agent assigned.
But what happens if there is a change to your business? Is there a process that a business owner can follow to make updates to these important documents? When can you amend Articles of Incorporation? How can a change be made, and is the process even necessary?
Changes made to your Articles of Organization or Articles of Incorporation will need to be submitted to your Secretary of State. Although requirements may vary by state, an amendment request will need to include the following:
The name of the business
The text from the original filing that you wish to change
The new text “amending” the original text
The date that the amendment(s) were approved by the business’s board of directors or members
Articles of Amendment can be mailed to the office of your Secretary of State or filed online. Filing online can help expedite the process but may come at an added cost depending on your state. The filing time can vary by state and can often take several weeks.
Once the amendment is accepted by the governing state agency, a confirmation of the change will be sent confirming that your business information is up-to-date with the state.
When Can You Amend Articles of Incorporation?
Any time your business makes a change, you can file. Articles of Amendment need to be used to formally submit changes to your business and ensure that these changes are recorded by the state government. Since Articles of Organization or Incorporation are part of the public record, it is important that your business’s information is accurate.
A business may want to submit an amendment to reflect the following changes:
Having your documents current can also help avoid potential conflicts that can affect the business. These conflicts, or disputes, can either be internal or external.
One example of an internal clash can involve LLC members disputing ownership. Your initial business filing helps establish the organization of your business. An example of an external threat to the business may involve a dispute in company name. Having your current name filed with the state can confirm your business and business name, especially if it’s at risk of having that same name used by another entity or potential competitor.
Why Would You Amend Articles of Incorporation? 5 Scenarios
Here’s a look at five scenarios highlighting why you would need to amend your Articles of Incorporation or Organization and file an Article of Amendment.
Company Membership Changed: There is a change to your company’s membership. This may be due to an internal dispute, ownership change or death. In order to reflect the update in ownership structure, an amendment will need to be filed.
Assigning a New Registered Agent: Things did not work out with your Registered Agent and you hired a new service to receive and process your legal mailings. Having a Registered Agent is key in ensuring that you receive all of your important correspondence from the state. A change in Registered Agent needs to be recorded by the Secretary of State to ensure that legal correspondence does not get lost or go overlooked.
Changing Your Company Name: Your company name needs to be changed. This may be due to brand confusion or a pivot in your business. Sometimes a business name change may be warranted if it’s too generic and not unique or memorable. A more obvious reason may be that your company name does not make sense. Whatever the reason, a name change is a reason to amend your Articles of Incorporation.
Business Purpose Changed: The purpose of your business has changed. This happens. To survive in business, it’s important not only to be strategic but to also adjust course when necessary. Think of Netflix. Today’s top business of streaming entertainment started off as a movie rental service that provided physical DVDs.
Changing Business Location: Your company needs to move to a new location within the state. There are many reasons why a company may need to move. One great reason may be that you are looking to expand your business and need more space. Another reason may be an opportunity to move to a better location. Lower rent is a good reason to move. Regardless of the reason, any change in company address will need to be filed with the state in order to ensure updated records.
The Consequences of Failing to File Articles of Amendment
Making sure that the appropriate state government agencies have the correct information for your business is a key obligation of any business owner. Failing to do so will not only result in potential fines and penalties, but it may also harm your business in other key ways.
For one, it can be viewed by the state as negligence. Having inaccurate information filed with the state can also damage the reputation of your business.
Keep in mind that your company name, address and purpose are all part of the public record. Your business information needs to be accurate and up-to-date so that you receive all important government filings and even notices of legal action, including summonses.
Incfile's Article of Amendment Service
Since 2005, Incfile has helped over 800,000 business owners form their business entity, submit annual reports, provide Registered Agent services and prepare and file Articles of Amendment.
Incfile will handle the paperwork and make sure that your changes are filed with the Secretary of State, saving you time in the process so you can stay focused on running your business.
Peter Mavrikis is an author and editor with over 25 years of experience in publishing. He has worked as the Editorial Director for Barron’s Educational Series, as well as Kaplan Test Prep, where he ran the test prep, foreign language, and study guide divisions. Peter has also written several books on history, exploration, science, and technology.