Certificate of Amendment: Everything You Need to Know
A Certificate of Amendment is a legal document that a corporation must complete indicating any changes made to the organization.3 min read
A Certificate of Amendment is a legal document that a corporation must complete indicating any changes made to the organization. Essentially, whenever a company needs to edit, add to, or delete information on its original formation documents, the state requires the company to complete a Certificate of Amendment.
What to Know About Certificate of Amendments
You must complete a Certificate of Amendment if the following happens to your corporation:
- The registered business name changes
- The type of business changes
- There's a change in the company's Articles of Incorporation or Certificate of Incorporation
- The company stock changes
Which changes you're required to cover in the Certificate of Amendment varies by state, but most require the document to contain:
- The company's original filing name
- The provision number being amended
- Any new wording to an amended provision
- An approval statement by the company's board of directors
- An approval statement by the company's shareholders, if applicable
- The signatures of the corporation's president and secretary
Steps to Completing a Certificate of Amendment
Before you can create a Certificate of Amendment, you must first make any operating changes to the corporation within the confines of its Articles of Incorporation. You will only need to amend the Articles of Incorporation itself if you are making any changes to the company's name, purpose, intended duration, number of stock shares, or registered agent.
Depending on which state your corporation is located, certain provisions are only effective when outlined in the certificate. These changes include:
- Limiting, regulating, or creating the powers of the stockholders or directors
- Reorganizing the corporation
- Limiting the company's duration
- Granting stockholder preemptive rights to obtain additional stock
- Increasing the required number of stockholder or director votes needed to take action
- Limiting certain director liabilities
- Imposing personal liabilities for company debt on stockholders
Once you've determined which changes need to be made, you can obtain a vote from the company's authorized officers or board members according to the provisions set out in the Articles of Incorporation. This step is often done during a board meeting, but some cases require a shareholder vote.
Consult with an attorney after the vote to see if you need to file an amendment. Your lawyer can counsel you on filing the correct paperwork to avoid risking any legal actions or state-imposed fines.
Find out whether your state requires specific statements or language in the Certificate of Amendment. For instance, your state may require a statement on the officers' or shareholders' vote. You can verify this information with the secretary of state.
At this point, you will need to check the secretary of state's website anyway to obtain the forms necessary to complete the amendment. You can download the online forms and submit them electronically, but you can also visit the secretary of state's office in person if you prefer. Call the secretary of state's office directly if you have any questions, especially if you don't know which form to file. Although the office cannot give legal advice, the secretary of state does keep experts on hand who can direct callers to the appropriate forms.
Finally, complete the necessary forms as instructed by your secretary of state's office. Depending on the state, you may need to complete the form online or submit a handwritten form. Just be sure to read the instructions carefully.
Be sure to refer to any changes in the document according to the original numbering system on your Articles of Incorporation. For example, if a provision was established in Article Two, reference Article Two on the amendment form.
When completed, obtain the required signatures for the Certificate of Amendment and file it. Filing electronically via the secretary of state's website is generally recommended because there's less chance you'll leave the form incomplete and the changes will be accepted sooner than if you filed it via mail.
In some cases, however, your state may not accept electronic filings, at which point you'll need to submit the document via mail. Just be sure to include any additional paperwork the state requires. Such paperwork may include a cover page, proof of a new corporate name availability, or an affidavit authorizing the changes.
Whether you file electronically or via mail, you'll need to pay your state's filing fee which can range anywhere from $20 to $110.
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