How to Get a Certificate of Amendment for a Corporation
Make most operating changes without affecting the articles of incorporation., Obtain a vote of authorized board members or officers., Verify with your attorney that you need to file an amendment., Find out if your state requires any particular...
Step-by-Step Guide
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Step 1: Make most operating changes without affecting the articles of incorporation.
The articles of incorporation, which are filed with the Secretary of State (or some other similar office in some states), have a limited purpose and contain limited information.
You only need an amendment of the articles of incorporation if you are making a change to some of the following information:the name of the corporation the purpose of the corporation the intended duration of the corporation the number of shares of stock allocated. the identity or location of the registered agent.
Note, however, that some states use a different procedure or form for changing the name or address of the registered agent.
In California, for example, you can only change the registered agent’s name and address by filing a Statement of Information Form SI-100. -
Step 2: Obtain a vote of authorized board members or officers.
The bylaws of the corporation should contain provisions that direct the procedure for making changes to the articles of incorporation.
Usually this will be done through a meeting of the board of directors.
In some cases a vote of shareholders will be required.
Review the bylaws and get the proper authority for a change. , If there is any question as to whether an amendment must be filed, check with your company’s corporate attorney.
This is a serious matter, and if you make changes that should be filed in an amendment, but you fail to file the correct paperwork, you could subject your corporation to a lawsuit or fines by the state. , Some states, for example, require that the amendment must state that the board of directors and the shareholders have voted to approve the amendment.
Other states may require a statement of the officers' vote.
Check with your state's secretary of state or corporate division to find out if you have similar requirements. , Most states have an approved form for you to use to amend your articles of incorporation.
Check the website for the Secretary of State and find out if you can download the form and print it, or if they have an online form that you can complete and submit electronically., If you do not know precisely which form to use, or whether you need to submit an amendment at all, contact the Secretary of State’s office.
While they generally are not authorized to give legal advice, they are usually expert at directing people on using appropriate forms. , The changes that you can make by way of an amendment are limited, so completing the form is usually pretty simple.
In some states, the form must be completed online or typed, while in others even a handwritten form is acceptable.
Just read the instructions at the top of the form.When making your changes, refer to the initial numbering system that was used in the original articles of incorporation.
For example, if the corporation name was established in Article One originally, then you should make reference to Article One in your amendment. , In some places, specified officers of the corporation must sign the certificate of amendment.
In other areas, it may be any authorized representative.
Check with the Secretary of State’s office for your state to find out what your requirements are.
Do not submit the form without the signature or it may not be accepted. , In some states, you are allowed to amend the articles of incorporation by making changes online and submitting the form electronically.
If you can do this, your changes will be accepted sooner and, because of the technology, you have less chance of leaving the form incomplete.
For example, New Jersey has an electronic form that can be used to make most amendments.Pennsylvania has a form that is available online that may be printed and mailed or may be submitted electronically., If you state does not permit electronic filing, then obtain a copy of the form either by printing it through your computer or by obtaining a paper copy from the Secretary of State’s office.
Complete the form and return it by mail to the correct address. , In some cases, the Secretary of State may require you to submit additional paperwork along with the amendment to the articles.
If you do not include everything, your submission is likely to be returned to you.
Depending on your state's requirements, this additional paperwork may include some or all of the following items: an affidavit of authorization for making the amendments a cover page for submission of the amendment proof of the availability of the new corporate name, if the amendment is to change the name anything else the office requires. , Filing an amendment to the articles of incorporation typically requires a filing fee.
Fees will vary from state to state, but generally are around $50 to $100.
In Pennsylvania, the filing fee for an amendment is $70.In Washington, the filing fee for an amendment of a nonprofit corporation is $20, but you can request expedited service for a filing fee of $70.In South Carolina, the fee for an amendment is $110., If you file by mail, you should include an extra copy of the amendment and ask that it be stamped as evidence of the filing and returned to you.
If you file online, you should be able to print some form of proof of the filing., The original of the certificate of amendment, along with the stamped proof of filing, should be maintained in the corporate records along with the original articles of incorporation.
The corporation’s secretary usually keeps these records in a secure location for any possible need that may arise in the future. -
Step 3: Verify with your attorney that you need to file an amendment.
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Step 4: Find out if your state requires any particular language or statements in the amendment.
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Step 5: Check with your Secretary of State’s office.
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Step 6: Call the Secretary of State’s office directly if you have questions.
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Step 7: Complete the necessary sections of the amendment form.
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Step 8: Affix the necessary signatures.
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Step 9: File electronically
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Step 10: if possible.
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Step 11: File by mail
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Step 12: if necessary.
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Step 13: Include any additional paperwork that your state may require.
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Step 14: Include the appropriate filing fee.
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Step 15: Receive a stamped
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Step 16: filed copy of the amendment.
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Step 17: Maintain a record of the amendment.
Detailed Guide
The articles of incorporation, which are filed with the Secretary of State (or some other similar office in some states), have a limited purpose and contain limited information.
You only need an amendment of the articles of incorporation if you are making a change to some of the following information:the name of the corporation the purpose of the corporation the intended duration of the corporation the number of shares of stock allocated. the identity or location of the registered agent.
Note, however, that some states use a different procedure or form for changing the name or address of the registered agent.
In California, for example, you can only change the registered agent’s name and address by filing a Statement of Information Form SI-100.
The bylaws of the corporation should contain provisions that direct the procedure for making changes to the articles of incorporation.
Usually this will be done through a meeting of the board of directors.
In some cases a vote of shareholders will be required.
Review the bylaws and get the proper authority for a change. , If there is any question as to whether an amendment must be filed, check with your company’s corporate attorney.
This is a serious matter, and if you make changes that should be filed in an amendment, but you fail to file the correct paperwork, you could subject your corporation to a lawsuit or fines by the state. , Some states, for example, require that the amendment must state that the board of directors and the shareholders have voted to approve the amendment.
Other states may require a statement of the officers' vote.
Check with your state's secretary of state or corporate division to find out if you have similar requirements. , Most states have an approved form for you to use to amend your articles of incorporation.
Check the website for the Secretary of State and find out if you can download the form and print it, or if they have an online form that you can complete and submit electronically., If you do not know precisely which form to use, or whether you need to submit an amendment at all, contact the Secretary of State’s office.
While they generally are not authorized to give legal advice, they are usually expert at directing people on using appropriate forms. , The changes that you can make by way of an amendment are limited, so completing the form is usually pretty simple.
In some states, the form must be completed online or typed, while in others even a handwritten form is acceptable.
Just read the instructions at the top of the form.When making your changes, refer to the initial numbering system that was used in the original articles of incorporation.
For example, if the corporation name was established in Article One originally, then you should make reference to Article One in your amendment. , In some places, specified officers of the corporation must sign the certificate of amendment.
In other areas, it may be any authorized representative.
Check with the Secretary of State’s office for your state to find out what your requirements are.
Do not submit the form without the signature or it may not be accepted. , In some states, you are allowed to amend the articles of incorporation by making changes online and submitting the form electronically.
If you can do this, your changes will be accepted sooner and, because of the technology, you have less chance of leaving the form incomplete.
For example, New Jersey has an electronic form that can be used to make most amendments.Pennsylvania has a form that is available online that may be printed and mailed or may be submitted electronically., If you state does not permit electronic filing, then obtain a copy of the form either by printing it through your computer or by obtaining a paper copy from the Secretary of State’s office.
Complete the form and return it by mail to the correct address. , In some cases, the Secretary of State may require you to submit additional paperwork along with the amendment to the articles.
If you do not include everything, your submission is likely to be returned to you.
Depending on your state's requirements, this additional paperwork may include some or all of the following items: an affidavit of authorization for making the amendments a cover page for submission of the amendment proof of the availability of the new corporate name, if the amendment is to change the name anything else the office requires. , Filing an amendment to the articles of incorporation typically requires a filing fee.
Fees will vary from state to state, but generally are around $50 to $100.
In Pennsylvania, the filing fee for an amendment is $70.In Washington, the filing fee for an amendment of a nonprofit corporation is $20, but you can request expedited service for a filing fee of $70.In South Carolina, the fee for an amendment is $110., If you file by mail, you should include an extra copy of the amendment and ask that it be stamped as evidence of the filing and returned to you.
If you file online, you should be able to print some form of proof of the filing., The original of the certificate of amendment, along with the stamped proof of filing, should be maintained in the corporate records along with the original articles of incorporation.
The corporation’s secretary usually keeps these records in a secure location for any possible need that may arise in the future.
About the Author
Jason Hernandez
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