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Whether you have a limited liability company (LLC) or a corporation, there may come a time when you need to update your business’s details with your Secretary of State. Thankfully, you don’t need to send formation documents for an entirely new business entity to make a business amendment. Instead, most states allow you to file Articles of Amendment to make changes to your company.
Below, you’ll discover how these forms work and the general filing requirements for LLCs and corporations.
Key takeaways
- Articles of Amendment allow you to change your business’s name, address, or registered agent without submitting brand-new formation documents.
- You may need to update your BOI report if your amendment involves certain information, such as the company’s name or address.
- Submission details and requirements vary by state, so consult your Secretary of State’s or equivalent entity’s website for specific guidelines.
What Is an Article of Amendment?
Articles of Amendment is a common form used in many states to inform the Secretary of State (or similar office) about changes in your business.
The exact name of this form may differ depending on your state. For example, in New York, it’s known as the “Certificate of Amendment” but serves the same purpose as Articles of Amendment found in other states.
Typically, you’ll use this form when you want to:
- Conduct a business name change.
- Change your registered agent.
- Change your principal office, street, or mailing address.
You don’t always have to submit Articles of Amendment for these changes. Some states have separate forms covering changes that others include in broader amendment forms. New York, for example, has a specific form for a registered agent change of address. You also don’t typically need to file an Articles of Amendment to apply for a trade name, which has different filing requirements.
Because each state has different requirements and nomenclature, you should start by determining what type of form is required when you want to make an amendment. In most cases, it will be your state’s equivalent of the Articles of Amendment. But there are also times when you can submit a simpler, cheaper filing or restate your initial formation documents.
Amendments for LLCs
Though the exact process for making a business amendment, such as altering your LLC name, differs from state to state, the following are the three key steps to take generally for making an amendment to an LLC.
Step 1 — File Your Articles of Amendment
The first step is finding the correct form for LLC amendments. Usually, you can find this on your Secretary of State’s website. In many cases, this will be a single form that covers everything from name changes to electing a new registered agent. However, some states use multiple, separate forms focused on specific changes.
You’ll be asked to describe the change you wish to make. You will also need to denote the effective date for the change, which is when it will take effect. These forms typically come with a filing fee. The amount will depend on the state. You can usually pay via check or with a credit card. Most states allow you to submit online or via mail to your Secretary of State.
Step 2 — Restate your Articles of Organization
Though it is not required, filing Restated Articles of Organization may be beneficial especially if you have made multiple amendments to your organizing documents. By restating your Articles of Organization, you are incorporating all amendments into one updated document. If you don’t restate, then you will have an amended Articles of Organization for each amendment you make.
Step 3 — Submit an annual report and change your LLC’s operating agreement
In states that require your company to submit an annual report — or a similar form, such as a Statement of Information — you’ll have to note the amendment you made in the report. Again, this varies by state. Several states, such as Texas, do not require an annual report at all. As a rule of thumb, if you file a report every year, you’ll need to include your amendment within it.
Your LLC may also have an operating agreement defining its members’ roles, responsibilities, and ownership stakes. That agreement, though it’s for internal use and not required by most states, should also be updated once you’ve submitted your Articles of Amendment.
Amendments for corporations
Articles of Amendment for corporations work in much the same way as for LLCs. Some states have separate forms for LLCs and corporations. However, in most places, you’ll use the same form and submit the same details. Just describe the change, provide an effective date, and pay any filing fees. If you’re in a state that requires annual reports, declare your changes there and restate your Articles of Incorporation to include the changes.
The only real difference usually pertains to the involvement of your corporation’s board of directors. For many amendments, your board may need to vote on changes. Assuming the motion passes, submit your forms to the Secretary of State or your state’s Corporations Division.
Stay in compliance – update your BOI report today.
Don’t forget: Update your BOI report
As of January 1, 2024, small businesses may have an extra filing requirement when submitting Articles of Amendment. That is, they must update their Beneficial Ownership Information (BOI) report.
Businesses that are created by filing organizing documents with a secretary of state, such as LLCs and corporations, will likely have to submit a BOI report to name the beneficial owners of the business. This report goes to the Financial Crimes Enforcement Network (FinCEN). This institution uses the report to ensure the business isn’t a front for money laundering or similar crimes.
The report asks for details about your company, including its name and address. If your Articles of Amendment change any of these details, you must file an updated BOI report within 30 days of the change. Willful failure to file a BOI report may result in severe penalties. These include imprisonment and up to $10,000 in fines. Don’t forget this crucial step. You may also want to seek the advice of an attorney who can review your specific circumstances and guide your decisions to confirm that you are doing what’s right for you.
FAQs
What are Articles of Amendment?
The Articles of Amendment is a document that allows you to file for a change in your LLC or corporation, such as a change in business name or address.
What is the difference between Articles of Amendment and Articles of Incorporation?
Articles of Incorporation are the initial formation documents you submit when creating your corporation, whereas Articles of Amendment allow you to change the details in those formation documents.
How do you amend Articles of Incorporation?
Typically, you’ll use your state’s Articles of Amendment forms to make a business amendment to your formation documents.
What is the purpose of an amendment to the Articles of Incorporation?
Articles of Amendment are usually used to change a company’s name, address, or registered agent.
When should I file an amendment?
It’s generally a good idea to file your amendment as soon as possible after changing your business or its structure. Some states have requirements for how soon after a change you must file an amendment.
Can I file an amendment online?
Most states have online services that allow you to file Articles of Amendment and other business documents.
How long does it take to file an amendment?
After completing the forms, you’ll likely have to wait several business days for confirmation of your amendment to arrive.
This article is for informational purposes only and should not be construed as legal advice. You may want to seek the advice of an attorney to evaluate all relevant considerations.
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