When establishing a business, filing articles of incorporation is one of the first official steps. These documents serve as the backbone of a corporation, laying out essential information. Furthermore, knowing how to amend articles of incorporation is an essential task.
As businesses evolve, so do their needs, often requiring changes to the original articles. These changes are what are called amends. Whether it’s to update leadership, change the company’s name, or expand into new markets, knowing how to amend articles of incorporation ensures a business stays compliant and aligned with its current objectives.
In this article, we’ll guide you through the essential steps on how to amend articles of incorporation – including what common amendments entail, the importance of legal compliance, and how a notary service can streamline the process as a whole.
By the end, you’ll have a thorough understanding of the amendment process and insights to keep your corporation legally sound!
How to amend articles of incorporation
Step 1: Review state requirements
The amendment process varies by state, as each jurisdiction has its own regulations governing corporate changes. Most Secretary of State offices provide clear guidelines for filing amendments on their websites.
So, in general, a business owner should first check if specific forms are required for the type of amendment, understand the fees associated with filing them, and review any state-specific deadlines or timelines for making certain types of changes.
Step 2: Draft the amendment
Once you understand state requirements, the next step is drafting the amendment.
You can draft it however you see fit, but there are at least three aspects that the document should clearly specify: the exact changes being made, the date on which the amendment is effective, and any supporting information or justifications for the changes.
Step 3: Obtain board and shareholder approval
Most states require that amendments to the articles of incorporation are approved by the corporation’s board of directors and, in some cases, its shareholders.
To comply, a formal meeting of the board of directors is often required, during which the amendment is reviewed and approved by vote.
Depending on the corporation’s bylaws and state regulations, shareholders may need to vote on the amendment, particularly if it involves significant structural or financial changes.
Properly documenting these approvals is critical. Detailed minutes from board and shareholder meetings serve as an official record and demonstrate compliance if required later by state authorities.
Step 4: Complete the necessary forms
States generally provide specific amendment forms to streamline the filing process.
These forms typically include specific fields for the corporation’s information, details of the amendment, and spaces for verification and signature of authorized corporate officers.
Accuracy is key here. Any discrepancies between the current articles and the amendment form can delay processing, so take care to double-check all information.
Read also: How to sign a notary form in 8 simple steps
Step 5: File the amendment with the state
After completing the forms, the amendment must be submitted to the state. In most cases, this can be done via mail, in person, or through an online filing system.
Each state sets a fee for filing an amendment, which can range from a nominal charge to several hundred dollars. Some states may also require the submission of minutes or additional forms to verify board and shareholder approval.
Upon successful submission, the state typically processes the amendment within a few business days to several weeks, depending on the jurisdiction.
And that should do it. Once the amendment is officially filed and approved, it’s important to update the corporation’s internal records to reflect the changes, inform stakeholders, clients, and partners about the updates, and make any necessary adjustments to signage, branding, and marketing materials.
Common pitfalls and how to avoid them
Now you know how to amend articles of incorporation. However, though it might seem straightforward, keep in mind that several errors are common – and can cause complications if left unattended.
- Missing approvals: Skipping necessary board or shareholder approvals can lead to legal disputes and potential fines.
- Incomplete information: Omitting key details in the amendment document may cause the state to reject it.
- Filing delays: Certain amendments must be filed promptly to avoid legal noncompliance, particularly for changes to directors or officers.
Business owners may find it beneficial to consult with a legal or corporate specialist if the amendment involves complex changes, such as alterations to stock classifications or structural shifts within the company.
Why consider a notary service (and a mobile one at that)
Due to the aforementioned reasons, amending articles of incorporation requires precision, thorough documentation, and timely submission.
A notary service can simplify this process by offering flexible meeting options, allowing business owners to notarize documents without interrupting their schedules. This is done while ensuring all necessary signatures are properly witnessed and authenticated, reducing the risk of rejection or processing delays.
Furthermore, notaries can provide expertise in the intricacies of legal documentation, giving business owners peace of mind as they navigate the amendment process.
Since it is a critical part of maintaining an accurate, legally compliant corporate structure, amending articles of incorporation is too important to not be handled by experienced professionals.
For business owners seeking convenience and reliability, using a notary service offers a valuable solution. And for even more flexibility, you should consider the use of mobile notary services, like the ones we provide here at Mobile Notary Orlando.
The flexibility, accuracy, and expertise provided by a professional notary can streamline the amendment process, saving both time and effort. So look for a professional you can trust around your area – if you happen to be around Orlando and Central Florida, reach out to us for the best support and guidance in the region! We can go to you and solve all your needs in the blink of an eye.
