Key Takeaways

  • Amending Articles of Incorporation is essential to keep a corporation compliant with state laws and ensure accurate records.
  • Address changes, company name modifications, stock structure adjustments, and business purpose updates require official amendments.
  • Each state has specific filing procedures, typically requiring submission of Articles of Amendment to the Secretary of State.
  • Board approval and shareholder consent are often necessary before filing amendments.
  • Some states require public notice or additional documentation, such as a Certificate of Good Standing.
  • Failing to update incorporation documents can lead to penalties, legal complications, and loss of corporate status.
  • Filing fees vary by state, and expedited processing may be available for an additional cost.
  • UpCounsel can connect businesses with experienced attorneys for assistance with corporate amendments.

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:

  • address
  • 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.

When Should You Amend Articles of Incorporation?

Corporations must amend their Articles of Incorporation when making significant changes that affect their business structure. Some key instances when amendments are required include:

  • Business Address Change: If a corporation relocates its principal office, it must update the address with the state.
  • Company Name Change: A name change requires an official amendment, ensuring the new name is legally recognized.
  • Change in Business Purpose: If the corporation expands or shifts its business activities, it must update its stated purpose.
  • Stock Structure Modification: Any alterations in share issuance, such as increasing the number of authorized shares, require an amendment.
  • Changes in Corporate Officers or Directors: Some states require amendments when directors or officers change.
  • Registered Agent Update: If the corporation designates a new registered agent, it may need to amend its incorporation documents.

Failure to file amendments on time can result in state-imposed penalties and potential dissolution of the corporation.

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.

State-Specific Requirements for Amendments

Each state has its own requirements for filing amendments to Articles of Incorporation. While the general process is similar, some variations exist:

  • Filing Method: Some states allow online submissions, while others require mailed or in-person filings.
  • Additional Documentation: Some states may require a Certificate of Good Standing or a resolution approved by shareholders.
  • Publication Requirements: Certain states, such as Arizona and New York, mandate public notice in a newspaper before the amendment is valid.
  • Approval Process: While board approval is standard, some states require shareholder votes based on the type of amendment.
  • Filing Fees: The cost of filing varies by state, ranging from $25 to over $100, with expedited options available.

Corporations should check with the Secretary of State where they are registered to ensure compliance with all amendment requirements.

Sample Amended Articles of Incorporation Change of Address

Below is a sample format for an amendment to change a corporation's address:

[Corporation Name]Amended Articles of Incorporation

Article I: Corporation Information

  • Name of Corporation: [Current Corporation Name]
  • State of Incorporation: [State]

Article II: Amended Address

  • Previous Principal Address: [Old Address]
  • New Principal Address: [New Address]

Article III: Authorization

  • Date of Board Approval: [Date]
  • Shareholder Approval (if required): [Yes/No]
  • Name and Title of Authorized Representative: [Name]

Signature:[Authorized Representative][Date]

Filing Instructions:

  • Submit this form to the Secretary of State along with the required fee.
  • Verify if additional supporting documents are needed, such as a Certificate of Good Standing.
  • Ensure compliance with any state publication requirements.

Frequently Asked Questions

  1. How long does it take to amend Articles of Incorporation?
    The processing time varies by state but typically takes between 5–15 business days. Expedited processing may be available for an additional fee.
  2. Can I update my corporation’s address without amending the Articles of Incorporation?
    In some states, corporations can update their business address through an annual report instead of an amendment. Check with your state’s filing office.
  3. Do I need to notify shareholders of an address change?
    Unless specified in the corporation’s bylaws, address changes generally do not require shareholder approval. However, board approval is often necessary.
  4. What happens if I don’t amend my Articles of Incorporation?
    Failing to update corporate information can lead to fines, loss of good standing, and potential administrative dissolution of the corporation.
  5. How much does it cost to amend Articles of Incorporation?
    Filing fees vary by state, typically ranging from $25 to $150, depending on the type of amendment and processing speed.

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