What Is an Amendment to Articles of Incorporation?
An amendment to the articles of incorporation is a legal document that allows you to make changes to your corporation’s original articles of incorporation. Unlike an amendment to an operating agreement, you must file this document with the state. This helps keep your company’s records accurate and up to date.
You may use this document when changing key details like your company name or share structure. All these updates must match the state’s records for your company to avoid problems later.
In many states, this document is also known as a certificate of amendment, but it means the same thing. Once the changes are approved, the amendment becomes a part of your official corporate record. It works alongside your original articles.
When to Amend Articles of Incorporation
You can file an amendment to your articles of incorporation any time you need to update or change key information in your original formation document. In most states, corporations are required to file an amendment whenever they make a formal change.
Here are some common reasons you may need to file an amendment if you change:
- Your company name
- Your business purpose
- The number of types of shares your company can issue
- How long your corporation will exist (if it’s not set to last forever)
- Any other key details listed in your original articles of incorporation
Not every change to your business requires an amendment. Some states, like Florida, use different forms for updates, like changing your registered agent. Others, like California, limit what you can change after issuing shares. Before you file, check your original articles. If the detail you want to update is not listed there, you may need a different form.
How to Amend Articles of Incorporation
In order to officially amend your articles of incorporation, you must complete an amendment to articles of incorporation form and submit it to your state’s filing office. You can follow the steps below and use Legal Templates’s guided form to prepare your document correctly.
Step 1 – Enter Your Corporation Information
Start by entering your corporation’s full legal name exactly as it appears on file with the state. This ensures your amendment matches your original filing and helps prevent rejections or delays.
Step 2 – Identify the Article You Want to Amend
Enter the article or section number you want to update (for example, Article IV). Your corporation may need approval before these changes. This could be a board decision or shareholder vote, depending on your state and your company’s rules. You can record this in a corporate resolution, or consult your shareholder agreement for guidance.
In some states, small changes can also be approved by the board alone. For example, under Florida Statutes § 607.1002, certain updates do not require shareholder approval. However, most states require both board and shareholder approval once shares have been issued.
Step 3 – Add the Current and Amended Text
Enter the existing text from your original articles of incorporation. Then enter the new text that will replace it. Make sure your changes are specific and complete. Many states require the full updated text, not just a summary. For example, under Florida Statutes § 607.1006, a corporation must include the exact text of each amendment.
Step 4 – Provide an Authorized Representative
Enter the name and title of the authorized representative who will sign the amendment. This is usually a corporate officer, such as a president, CEO, or director, who is allowed to act on behalf of the company.
Step 5 – File the Amendment With Your State
Once your amendment is complete, file it with your state’s Secretary of State or business filing office. You may file it online, by mail, or in person. Be prepared to pay a filing fee. Requirements for filing may vary by state. Always check with your state’s filing office for the latest forms, fees, and deadlines.
If your corporation has made several amendments over time, your state may allow you to file restated articles of incorporation instead. This combines all changes into one updated document.
Sample Amendment to Articles of Incorporation
View a sample amendment to the articles of incorporation template below to see what information to include when updating your document. Once you’re ready, use our step-by-step questionnaire to complete your form and download it as a PDF or Word file. You can also print your completed amendment to the articles of incorporation form if you plan to file it via mail or in person.
