When you incorporate, you provide certain facts and representations to the state you incorporate in. If any of these items change, you need to file notice of these changes with the state you incoroprated in. Read on to learn how to get a certificate of amendment for a corporation.
Disclaimer
The content in this page is not a substitute for professional financial advice. Please contact your financial adviser before using the information presented here. </note>
Introduction
- A certificate of amendment notifies the appropriate regulatory bodies of changes in basic information about a corporation. The process and procedures for filing amendments is controlled by the state of incorporation, but notices of the changes need to be delivered to every state in which the company has registered to do business.
Step 1: What Changes Prompt the Need to File?
- When you originally incorporate, the articles of incorporation include basic facts about the company. If any of the facts detailed on the original documents you registered change, you'll need to file a certificate of amendment. You can also add information to, or delete information from, the initial formation documents by using the amendment process.
Step 2: File the Amendment
- Each state has a slightly different process, but in general you'll need to:
- Obtain a certificate of amendment form from the secretary of state's office in the state you incorporated the business in originally
- Complete the form, detailing the changes being made
- Ensure that the change has been authorized by the board of directors or appropriate shareholder vote
- File the form with the required fee
Step 3: Consider Foreign States
- If you are doing business in states other than the state you incorporated in, you registered as a foreign corporation in those other states. They also need to be notified of any changes in your initial corporation documents; so you'll need to request a certificate amendment form from the secretary of state in each jurisdiction you've registered in as well. Each form needs to be completed and returned to the state you obtained it from with the appropriate filing fee.
Conclusion
Paperwork is a necessary part of doing business. In order to remain in good standing with the states you operate in, you'll need to obtain and execute a certificate of amendment in each state, every time there's a change in the facts you included in your original corporate formation documents.
