What Is a Certificate of Amendment and When Is It Required?

Key Takeaways

• A Certificate of Amendment updates key aspects of a corporation's original formation documents, such as name, purpose, or stock structure.
• It is legally required when specific corporate changes occur and must be filed with the appropriate state agency.
• Requirements and forms vary by state, and companies must ensure accuracy and compliance with specific formatting or procedural rules.
• Filing a Certificate of Amendment typically involves board/shareholder approval, use of proper legal language, and payment of state filing fees.
• The amendment process may differ for LLCs, and not all changes require an amendment—some may require other forms like Statements of Information.
• Failure to file an amendment properly can lead to legal penalties or administrative dissolution.

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

When Is a Certificate of Amendment Required?

A Certificate of Amendment is necessary when a business must legally update its Articles of Incorporation or formation documents. Common triggers include:

• Changing the legal name of the company
• Altering the stated business purpose or activities
• Modifying the company’s stock structure (e.g., increasing shares or changing classes)
• Changing the principal business address or registered agent (state-dependent)
• Updating the names or number of directors or members (varies by business entity type)
• Adding, deleting, or changing provisions such as duration of existence or management structure

Not all changes require a Certificate of Amendment—routine updates like an address change might be handled through other forms, like a Statement of Information, depending on the state.

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.

What Happens After Filing a Certificate of Amendment?

Once your Certificate of Amendment is filed and approved:

• The state updates your public business records.
• You should receive a stamped or certified copy for your records.
• Notify relevant stakeholders (banks, licensing agencies, IRS) of any changes.
• Update your business documents, contracts, website, and stationery to reflect the changes.
• Keep a copy with your corporate records or minute book.

Failing to properly implement the amended changes in your operations can cause legal or compliance issues down the line.

Certificate of Amendment Filing Fees

State filing fees for a Certificate of Amendment vary widely. Here’s a general range:

• Low-end states: Around $20 (e.g., Colorado, Mississippi)
• Mid-range: $50–$75 (e.g., Florida, Georgia)
• High-end states: $100–$150+ (e.g., California, Texas, Illinois)

Additional fees may apply for expedited processing, document copies, or name reservation services. Filing online is often faster and may come with reduced fees.

Filing Timelines and Processing Times

Filing timelines and processing durations vary by state. Some key considerations:

• Processing Time: Typically ranges from 3 to 15 business days. Expedited options may be available for an additional fee.
• Effective Date: Some states allow you to specify a future effective date; otherwise, it takes effect upon filing or acceptance.
• Annual Report Coordination: If filing an amendment near the time of your annual report, you may be able to consolidate filings.

Always check your state’s specific rules to avoid missing compliance deadlines.

Common Mistakes to Avoid When Filing

Avoiding errors when filing a Certificate of Amendment is crucial to maintaining good standing. Common mistakes include:

• Incorrect legal entity name: Must match existing records exactly.
• Failing to obtain proper approvals: Omitting board or shareholder consent can invalidate the amendment.
• Using outdated forms: Always download the latest version from your state’s official site.
• Omitting required signatures: Ensure all required signatories (e.g., president, secretary) are included.
• Forgetting supporting documents: Some states require name availability checks or affidavits.

Mistakes can result in rejection, delays, or additional fees. When in doubt, consult a business attorney.

Certificate of Amendment for LLCs vs. Corporations

While both LLCs and corporations may need to file a Certificate of Amendment, the process and terminology may differ.

For LLCs:

• Amendments typically apply to the Articles of Organization.
• Changes might include business name, duration, management structure, or principal address.
• Some states allow amendments through a simplified form, while others require full documentation and member approval.

For Corporations:

• Amendments affect the Articles of Incorporation.
• Requires board and, in many cases, shareholder approval.
• May involve more formal legal language and compliance steps than an LLC.

Businesses should always verify the exact requirements with their state’s Secretary of State or equivalent agency.

Frequently Asked Questions

1. What is a Certificate of Amendment used for?
   A Certificate of Amendment is used to officially update a company’s Articles of Incorporation or Organization when key changes occur, such as name, purpose, or structure.
2. Do I need a lawyer to file a Certificate of Amendment?
   Not always, but legal guidance is recommended to avoid errors or legal issues, especially for complex changes. You can find experienced attorneys on UpCounsel.
3. Can I change my company name with a Certificate of Amendment?
   Yes, changing the legal name of your company is one of the most common reasons for filing a Certificate of Amendment.
4. How long does it take to process a Certificate of Amendment?
   Processing times vary by state but generally take between 3–15 business days. Expedited processing may be available.
5. What happens if I don’t file a Certificate of Amendment when required?
   Failure to file may result in penalties, loss of good standing, or even administrative dissolution of your business.

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