How to Amend Your Company’s Articles of Incorporation

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Discussing your business’s articles of incorporation sounds like something very prestigious and technical.  However, for once, these documents actually aren’t as difficult as they seem, but they do serve an important foundational role in your business.  Every now and then though, life throws a curveball and circumstances change, forcing you to readjust your plan.  You may even need to amend your articles of incorporation.

Your business’s articles of incorporation explain why, and for what purpose, your corporation exists.  It’s an agreement between the state, your corporation and your shareholders.  Rules and regulations for changing these articles can vary slightly from state to state, but for the most part the steps are the same.

Below are several tips and important steps to take if you ever need to change any part of the articles:

  • Visit your state governments’ website to obtain a copy of the articles of amendment that provides the guidelines in your particular state on the correct procedures.
  • Make certain you save a copy of your companies old AOI and decide exactly what you need to change or revise.
  • Depending on what the change is, you will need to discuss it with your Board of Directors.  For example, if you are simply making an address change, you should be fine proceeding without their approval.  However, if you are changing the name of the business, they should definitely be consulted.
  • If you are holding an in-person meeting with the Board or a conference call, make certain you give them notice.  Either way, they will need contacted about the amendment.
  • A majority of the Board must adopt the resolution.  Some states require that shareholders also vote.  The vote may need to be brought up at the shareholders meeting.  Make certain you understand your particular states’ guidelines.
  • Usually you will have to pay a fee for any type of amendment change.  For example, the state of California charges a $30 fee for AOI changes.
  • Fill out the appropriate form and clearly communicate the changes that you, the Board, and possibly your shareholders have agreed upon.
  • Sign and date the articles of amendment and file with the state.

Amending the articles of incorporation is not a difficult task.  The main thing to remember is to be sure you are following your particular state’s guidelines and make sure to document everything properly.

Visit the MaxFilings knowledge center to learn about your state’s incorporation guidelines. If you have any questions regarding this matter or about how to incorporate a business, contact MaxFilings today. We will be happy to help guide you through the process.

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