It's a never-ending process keeping up with changes in your corporation. Sometimes you may need to make big changes and to reflect those changes in major corporate documents, like your corporate by-laws and even the Articles of Incorporation.
What Are the Articles of Incorporation?
The articles of incorporation for your corporation are the documents you filed with your state's secretary of state registering the corporation within the state. Depending on the requirements of the state in which the corporation is registered, these articles include:
- The name of the corporation, the start date and the duration (usually perpetual)
- The type of corporation (a stock corporation or non-stock) and information about initial shares of stock
- The name and address of the corporation's registered agent (the person or company authorized to receive business correspondence about legal matters)
- Names and addresses of the initial directors and of the incorporator (the person in charge of setting up the corporation).
Why Are Corporate Articles Amended?
Since much of the information in the articles of incorporation relates to its initial founding, there are only a few reasons to change these articles. Primarily, articles of incorporation are amended to make major changes that the state needs to know about
These changes you must inform your state about include:
- a change of address,
- a change in purpose,
- a change in your official company name,
- a change in your egistered agent (you must include acceptance by the new registered agent)
- a change in type of corporation (from a general corporation to a professional corporation, for example,
- or to change stock information.
State Laws and Corporate Amendments
Corporations operate under the laws of a specific state and the laws of each state has different requirements for amending articles of incorporation. Each state also charges a fee for filing corporate amendments. Florida, for example, changes a filing fee of $35.00.
For example, California law requires that your company prepare and file a Certificate of Amendment of Articles of Incorporation with the Secretary of State. The Certificate of Amendment must include:
- The parties certifying the certificate (usually the president and secretary of the corporation)
- The article being amended
- A statement that the amendment has been approved by the board, and
- By the required number of shareholders (if there are shareholders).
For details on the requirements for amending your corporation's articles of incorporation, check with your state's secretary of state.
How Do I Change the Articles of Incorporation?
This change process applies only to corporations that are required to have Articles of Incorporation (and similar documents. In most states, you would file articles of amendment with the state to make changes to your articles of incorporation.
In general, the process to change the Articles of Incorporation includes these steps:
- First, a proposal must be prepared and presented to the company board of directors.
- The board adopts a corporate resolution approving the proposal.
- If there are shareholders or members, they must vote on the change. The vote usually takes place at a formal meeting of the corporation (annual meeting or other) and shareholders must be advised of the proposed change before the meeting.
- If the shareholders approve the change to the articles of incorporation, the amended document must be attested to by the corporate secretary.
- Then send the document, along with the filing fee, to your state's secretary of state for paying the fee and filing.
An amendment is not necessary for most states for the following (but check with your state before making any changes to articles of incorporation):
- To change the names and address of directors, incorporators, etc. But an amendment or other change notice must be filed with your state if the registered agent changes or the resident agent's address changes.
- To reduce the number of authorized shares of stock. But an increase in the number of shares of stock requires an amendment.
- To change the corporation's name.
LLCs are also regulated by state law, so if you need to amend your LLC's articles of organization, you can use a similar process to that of amending corporate articles. Check with your state's secretary of state/business division for the regulations and process.
Changing Your Corporate Bylaws
The bylaws of your corporation are the rules by which your corporate board of directors operates. After you have set up your corporation by files your articles of incorporation and you have created your board of directors, the board sets out the bylaws.
Your board can change its bylaws by resolution. you don't need to file corporate bylaw changes with your state.
Consult Your Attorney First
Before making changes to articles of incorporation, and before amending such articles, consult your attorney. He or she will know the laws in your state and can help you draft amendment language and walk you through the process of amending your articles of incorporation.