Amended Articles of Incorporation Change of Address
Articles of Incorporation are the required documentation a business must file to become a corporation.3 min read
2. How to Amend Articles of Incorporation
What are amended articles of incorporation change of address? Articles of Incorporation are the required documentation a business must file to become a corporation. Amendments to the Articles of Incorporation require a specific set of steps to be followed.
To establish Articles of Incorporation, the laws of the state where the incorporation will take place must be adhered to. These requirements typically include the following:
- Name of the corporation
- Start date and duration, which is normally listed as perpetual (no end date)
- Type of corporation (stock or non-stock)
- Initial stock share information
- Corporation registered agent name and address. This is the person who is authorized to receive any business correspondences.
- Names and addresses of the person in charge (incorporator) and initial directors
By incorporating a business, you are creating a legal separation between the company and the company's owners, directors, and officers. Additionally, incorporation provides businesses with several benefits regarding asset protection, long-term planning, and taxes.
Amendments to Corporate Articles
Articles of Incorporation must be amended to alert the state to major changes. Changes that qualify for state notification include changes to:
- company name
- company purpose
- stock information
If a company fails to update their Articles of Incorporation they will be in violation of state law. In this case, the Secretary of State has the power to invalidate the business as a separate legal entity. This extreme legal headache is easily avoided by amending the Articles of Incorporation. To determine the process and confirm what requires a modification of the Articles of Incorporation refer to the Secretary of State requirements.
By properly updating any name or address changes, you are allowing the Secretary of State the chance to contact you regarding any pertinent legal matters, tax issues, or other information that your company must be aware of in a timely fashion. Without a proper communication stream, the company may fall into an unintentional legal issue due to the lack of response.
How to Amend Articles of Incorporation
1. Review the bylaws of the corporation. The bylaws will list the requirements and steps needed to amend the Articles of Incorporation. It is important to review all listed requirements and processes to legally make amendments.
2. A board of directors meeting must be scheduled. Changes will require approval from the board of directors. This is why a meeting is required to hear and vote on the potential amendment change. Ample notification time should be given to ensure that board members can attend and are aware of the importance of the meeting. In some cases, a summary of the change should be included in the notification.
3. Write the proposed changes. The written changes must be done by a valued and trusted source who will properly craft the amendment. Before submission to the board of directors, the writing should be fully reviewed and it should mirror the language that was used in the original Articles of Incorporation.
4. Confirm that the board meeting has enough members attending to have a quorum so the amendment can be voted on.
5. Propose the amendment during the board meeting. During the discussion, review the wording and the reason as to why the changes need to be made. All board members should be given the ability and time to provide feedback.
6. Vote on the amendment. The final vote and passage of the amendment of the Articles of Incorporation are dependent on the bylaws. This will give the number of votes needed to approve and pass the amendment. You can then move to the next step.
7. Prepare the actual and final amendment. The Secretary of State in the state where the business is incorporated will offer the proper steps and paperwork required on their website. Download the required template, usually listed under "corporate forms" or similar then refer to the language requirements to write and complete the amendment.
8. File the Amendment. It has to be submitted to the Secretary of State via mail or in-person. There will be a fee attached to this process which will be listed on the Secretary of State's website. Payment should be made via check.
9. Add the amendment to the original copy of the Articles of Incorporation. The amendment is added as a page to make it part of your records.
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