Updated October 29, 2020: 

“Certificate of Amendment California LLC” is an expression that refers to a legal form that is used by a California State LLC to make and declare organizational changes, such as a change in business name, a change in the kind of business the company runs, a change in the stock of the company, or a change in the company's articles of incorporation.

Amendment of Articles of Incorporation Overview

The amendment of provisions in a company's articles of incorporation in California can be simpler than imagined. When clients indicate a need to amend their articles, the desired change is usually about the name of their entity. However, sometimes it's also about several other things, such as changes in the type and number of authorized shares or changes in the originally stated purpose in the articles.

Things an Amendment Can't Change

It's important to be aware that a company can't change certain things through an amendment. Some of the things that can't be changed through an amendment are as follows:

  • A company's officers
  • A company's registered agent
  • A company's principal address
  • A company's mailing address

In order to change any of the above-listed things, an entity must fill and submit a statement of information form.

Articles Amendment Procedure

The below-stated procedure to amend the provisions in a company's articles of incorporation is the same procedure for the amendment of its articles of organization for a limited liability company (LLC) incorporated in California. First, ensure your company's statement of information is updated with the secretary of state since an updated record is how the authorities can tell who currently has the right to legally change things in the articles.

To modify the articles by, for instance, changing your company's name, you'll have to either present a certificate of amendment of the articles of incorporation or submit an amended and restated articles of incorporation to the Secretary of State of California. A $30 filing fee is required for a company's amended and restated articles of incorporation. The document must be sent either by mail or hand-delivery to the office of the California Secretary of State in Sacramento. Make sure to address it to the “Document Filing Support Unit.”

An uncertified copy will be returned by the secretary of state to a listed address on the form, free of charge. If you'd like to receive a certified copy, you have to pay an extra $5. Furthermore, bear it in mind that the California Secretary of State takes more than eight weeks to process mailed forms. Hand-delivered forms, on the other hand, require a $350 expedite fee or a $15 over-the-counter fee.

Steps for an LLC's Change of Business Name

To change the business name of your LLC, the following steps are required:

  1. Visit the website of the Secretary of State of California and download the certificate of amendment Form LLC-2. The form is in PDF format and can be filled online and printed.
  2. If you decide to print a blank form to be hand-filled, use a black or blue ink to print the characters legibly.
  3. In section one, write or type the name of the secretary of state of the LLC's home state. Every LLC is issued a file number by the state on the company's successful registration of their articles of organization.
  4. In section two, write or type the old name of the LLC.
  5. In section 3a, write or type the LLC's new name. Ensure that the new name conforms to the state's requirements for LLC names.
  6. In section three, don't add further information.
  7. In section four, write or type the future effective date of the LLC name change, if the new name is not yet in use.
  8. In section five, write or type the number of pages the document is attached to if any.
  9. In section six, write or type the name of the person who files the form. The certificate needs an original title and signature of, at least, a manager, except the articles of organization indicates more titles and signatures. You should also include the date of filing.
  10. Include the return address of the person or firm authorized to receive a returned copy of the form.
  11. Send the form by mail or hand-delivery to the office of the secretary of state in Sacramento.

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