Creating an amendment to Articles of Incorporation Florida is possible if the shareholders with voting rights agree to the change. In some states, statutory procedures make it possible to amend the articles without needing the approval of all shareholders. It is also possible in some states that the articles can be amended without any shareholder approval at all.

How To Change Articles of Incorporation

There are eight steps that must be followed to amend the articles of incorporation.

  1. The articles of amendment of the articles of incorporation, also known in some states as the certificate of amendment articles of incorporation must be obtained from your state's Secretary of State. These are usually available through the state website.
  2. Review the original articles of incorporation and draft the needed changes.
  3. The proposed changes must be presented to the Board of Directors. To do this, a special meeting should be put on the calendar or it can be done at a regularly scheduled board of directors meeting. If the meeting is special, proper notice must be provided to the members that include the date, time, and address of the meeting.
  4. A resolution must be adopted. To vote, a quorum must occur. This means a majority of the board of directors must be present at the meeting. If a quorum exists, the board can present the amendment changes to the board and a vote can take place to approve the changes. If your state requires shareholder approval, the changes must be voted on at a shareholders meeting. Some changes that do not require shareholder approval including:
    1. Changing the name of the corporation.
    2. Extending the time that designates the corporations' existence.
    3. Removing the names and addresses of the corporation.
    4. Initial registered agent and initial directors.
  5. Every shareholder who has voting rights must be notified in writing that a meeting is taking place and the subject of the meeting is to amend the articles of incorporation.
  6. Hold the vote. A majority of voting shareholders must approve the change at the meeting if required by your state.
  7. The articles of amendment of articles of incorporation form should be completed with all final changes. The form will require the following information:
    1. Name of the corporation.
    2. The article number you want to change.
    3. State the change that has been approved by the board of directors and/or shareholders.
    4. Sign the articles.
    5. Date the articles.
  8. The amended articles must be filed with the Secretary of State and the associated fee must be paid.

Removing an Officer From Articles of Incorporation

While most states make it optional to list board of director members, some corporations choose to list the current names of all board members. If this is the case, changing the names will require an amendment to the articles of incorporation. To do this the board must complete the following steps:

  • A vote must take place to amend the articles and remove the officer in a meeting.
  • The vote must be a majority.
  • If required, a replacement must be voted on.
  • Prepare the articles of amendment based on the laws of the state of incorporation. Check the state's website for the proper form or draft a new document, if preferred.
  • File the amendment form or amended articles of incorporation with the Secretary of State. In some states, both forms must be completed and filed.
  • The fee must be included with the filing.
  • An officer or director should sign the forms.
  • Attach the amendments to the original articles of incorporation and keep them with the corporate records.

Changing a Business Name in Florida

At the time of incorporation, Florida, like other states, requires that the business name must be registered with the state. The business name must be unique and not in use by another corporation and must meet the requirements of Florida. After the name has been selected, you are unable to change the name. Any legal Florida business name cannot be changed at will. Any new names must be registered with the state.

An amendment to the articles of incorporation must be filed stating the new name. The form can be found through the Division of Corporations. The fee to file is $35. The same form can be used for other amendments including listing a new official office address and naming a new registered agent.

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