How to Change Your Corporate Articles of Incorporation
Keeping Up with Corporate Changes
Maintaining your corporation’s documents is an ongoing responsibility. Occasionally, you may need to update significant corporate documents like your Articles of Incorporation and bylaws to reflect major changes within your organization.
What Are the Articles of Incorporation?
The Articles of Incorporation are foundational documents filed with your state’s Secretary of State to formally register your corporation. Depending on state requirements, these documents typically include:
- The corporation’s name, start date, and duration (often perpetual)
- The type of corporation (stock or non-stock) and details about initial shares of stock
- The name and address of the registered agent (the person or company authorized to receive legal correspondence)
- Names and addresses of initial directors and the incorporator (the person responsible for setting up the corporation)
Why Amend Corporate Articles?
The Articles of Incorporation contain information pertinent to the corporation’s initial setup. Amendments are generally necessary for significant changes that must be reported to the state, such as:
- Address changes
- Changes in the corporation’s purpose
- Modifications to the company name
- Updates to the registered agent (including new agent’s acceptance)
- Changes in the type of corporation (e.g., from a general to a professional corporation)
- Adjustments to stock information
State Laws and Corporate Amendments
Corporations are governed by state laws, which vary regarding the amendment of Articles of Incorporation. Each state imposes its own filing fees. For example, Florida charges a $35.00 fee for amendments.
In California, for instance, you must prepare and file a Certificate of Amendment of Articles of Incorporation with the Secretary of State. This certificate should include:
- The parties certifying the document (typically the president and secretary of the corporation)
- The specific article being amended
- A statement confirming the amendment’s approval by the board
- Approval by the required number of shareholders, if applicable
How to Amend the Articles of Incorporation
To amend the Articles of Incorporation, follow these general steps:
- Prepare a Proposal: Draft a proposal for the change and present it to the board of directors.
- Board Approval: The board must adopt a resolution approving the proposal.
- Shareholder Vote: If applicable, shareholders must vote on the proposed change during a formal meeting. Shareholders should be notified of the proposed changes in advance.
- Document Attestation: If shareholders approve the change, the amended document must be attested to by the corporate secretary.
- File with the State: Submit the amended document and the filing fee to your state’s Secretary of State.
Important Considerations:
- In many states, you do not need an amendment for changes such as updating the names and addresses of directors or incorporators, or for reducing the number of authorized shares. However, increasing the number of shares or changing the corporation’s name does require an amendment.
- If you are modifying an LLC’s Articles of Organization, follow a similar process, but be sure to check specific regulations with your state’s Secretary of State or business division.
Changing Corporate Bylaws
The bylaws outline how your board of directors governs the corporation. Unlike Articles of Incorporation, changes to bylaws do not need to be filed with the state. The board can amend bylaws through a resolution.
Consult Your Attorney
Before making any changes to your Articles of Incorporation, it’s advisable to consult with an attorney. They can guide you through the legal requirements in your state and assist with drafting and filing the necessary documents.
By following these guidelines and consulting with legal professionals, you can ensure that your corporate documents accurately reflect the current state of your corporation.
