It's a never-ending process keeping up with changes in your corporation. Sometimes you may need to make big changes and to reflect those changes in major corporate documents, like your corporate by-laws and even the Articles of Incorporation.
The articles of incorporation for your corporation are the documents you filed with your state's secretary of state registering the corporation within the state. Depending on the requirements of the state in which the corporation is registered, these articles include:
Since much of the information in the articles of incorporation relates to its initial founding, there are only a few reasons to change these articles. Primarily, articles of incorporation are amended to make major changes that the state needs to know about
These changes you must inform your state about include:
Corporations operate under the laws of a specific state and the laws of each state has different requirements for amending articles of incorporation. Each state also charges a fee for filing corporate amendments. Florida, for example, changes a filing fee of $35.00.
For example, California law requires that your company prepare and file a Certificate of Amendment of Articles of Incorporation with the Secretary of State. The Certificate of Amendment must include:
For details on the requirements for amending your corporation's articles of incorporation, check with your state's secretary of state.
This change process applies only to corporations that are required to have Articles of Incorporation (and similar documents. In most states, you would file articles of amendment with the state to make changes to your articles of incorporation.
In general, the process to change the Articles of Incorporation includes these steps:
An amendment is not necessary for most states for the following (but check with your state before making any changes to articles of incorporation):
LLCs are also regulated by state law, so if you need to amend your LLC's articles of organization, you can use a similar process to that of amending corporate articles. Check with your state's secretary of state/business division for the regulations and process.
The bylaws of your corporation are the rules by which your corporate board of directors operates. After you have set up your corporation by files your articles of incorporation and you have created your board of directors, the board sets out the bylaws.
Your board can change its bylaws by resolution. you don't need to file corporate bylaw changes with your state.
Before making changes to articles of incorporation, and before amending such articles, consult your attorney. He or she will know the laws in your state and can help you draft amendment language and walk you through the process of amending your articles of incorporation.
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