As your business grows and expands, you may want to make changes that affect your LLC or corporation. For example, you might want to authorize and issue non-voting stock as a prelude to passing the business on to your children. Or, you might want to move to a manager-managed LLC, rather than operating as a member-managed LLC.
When do you need to file Articles of Amendment?
Generally, any time you change information reported in your initial formation documents, you will need to file an amendment to those documents. The formation documents for an LLC are Articles of Organization, and the formation documents for a corporation are Articles of Incorporation.
If the changes are only to provisions in the corporate by-laws or the LLC's operating agreement, then it is far less likely you will need to file amended documents with the state. A heavier compliance burden falls on corporations because most states require far more information in the Articles of Incorporation than in an LLC's formation documents.
Common changes that trigger filing:
- Changes to the name or your LLC or corporation.
- Changes in the purpose of your LLC or corporation.
- Changes in the number of authorized shares of a corporation.
- Changes in the type/class/series of authorized shares of a corporation.
- Changes in the number of directors of the corporation, if stated in articles of incorporation.
- Change from member-managed to manager-managed (or vice versa) in an LLC.
Changes in the names of directors, members, or managers of an entity may trigger the need to file amendments in certain states, such as Arizona. Other states do not require an amendment to the formation document but will require this information to be reported in the annual report.
Most states do not require that you file amended formation documents to designate a new registered agent. While registered agent changes must be reported to the state within a short period of time following the change, this is accomplished by filing a change of registered agent form.
How to update Articles of Organization/Incorporation
When you change your organization’s formation documents, you have two sets of compliance responsibilities. First, you must follow the organizational formalities necessary to authorize the change. Some states, such as Indiana, require that you provide detailed information regarding these votes. Then, once you have completed the corporation formalities, you must file the appropriate documents with the Secretary of State in your home state.
The documents required (as well as the amount of the filing fee) will vary based on the type of filing (amendment, restatement, change of registered agent) and the type of entity. Using the wrong forms will generally cause your filing to be rejected. In some states, publication is required for certain amendments. For example, Georgia requires the publication of a “Notice of Change of Corporate Name”.
Warning
If you are registered to do business in any state other than your home state, you will most likely be required to file similar documents in each state. You may also need to file documents reflecting a change, even if such a filing is not a requirement in your home state.
Updating Articles of Organization of an LLC
Here are the basic steps for changing the information in your LLC’s Articles of Organization.
- Gain consent from your LLC members.
- File Articles of Amendment with the state.
- Update your existing LLC operating agreement and any other internal-facing documents.
- If your business is registered to do business in other states, you must update Certificate(s) of Authority in each state.
Other business changes, such as changing your business name and address, require additional steps, including:
- Notifying the IRS and any other agencies of the change.
- Updating business licenses and permits.
- File an updated beneficial ownership information (BOI) report with FinCEN (if your LLC is considered a reporting company).
Updating Articles of Incorporation of a corporation
It is important to note that the requirements for changing a business's Articles of Incorporation vary from state to state. In some states, the officers or directors can change the Articles of Incorporation with only the voting shareholders' agreement. Whereas, in other states, the shareholders may not need to approve the change at all. Therefore, it is crucial to check the specific state's requirements before making any changes to your business's Articles of Incorporation.
Follow these steps for changing a corporation’s Articles of Incorporation:
- Check your Articles of Incorporation and corporate bylaws.
- Propose the change to the Board of Directors.
- Adopt a resolution.
- Send written notice of the meeting to every voting shareholder.
- Hold a vote.
- Complete the Articles of Amendment form with the final changes.
- If you are registered to do business in other states, update the Certificate(s) of Authority in those states.
- Notify the IRS and other agencies, as necessary.
- File an updated beneficial ownership information (BOI) report.
- Update business licenses and permits, if necessary.
Work Smart
If there are many changes that need to be made to the original information or if you need to include information that was not in the original document, then you should file a restatement of the Articles of Organization or Articles of Incorporation.
Update your company information quickly and easily
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