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What are Articles of Amendment?

The Articles of Amendment is a document filed with the Secretary of State that changes, adds, or removes information to your previously-filed business formation documents, usually called the Articles of Organization or Articles of Incorporation. Depending on your state, the Articles of Amendment can go by different names, such as the Certificate of Amendment or the Certificate of Change.

 

Basics of the Articles of Amendment

When your LLC or corporation goes through a notable change that alters information provided on your original articles, such as its name, organization, or services, you are typically required to report that change by submitting the Articles of Amendment. Since your original articles are state public record, it’s important to keep them up-to-date. Each state has different rules and requirements for the Articles of Amendment—when to submit, what form to use, etc.

A few examples of informational changes that need to be reported include the following:

  • Business name
  • Business address
  • Management names and contact information
  • Amount or value of authorized shares
  • Registered agent information

For certain changes, some states may require separate or additional change forms in lieu of or on top of the Articles of Amendment. For example, registered agent information can often be updated on an annual report or with a “change of registered agent” form instead of an amendment.

Depending on your state, the Articles of Amendment typically require you to state original information, such as business name and purpose statement, followed by the provision number you’re amending, the new amendments, and signatures by all or some members and managers.

When submitting your Articles of Amendment to update your original articles, there’s a good chance you’ll need to update your operating agreement as well, whether it’s filed with the state or not. The operating agreement routinely contains a clause describing the process to update the agreement itself, otherwise you will need to follow the laws of your state on the matter.

 

Restated Articles of Organization or Incorporation

While the Articles of Amendment boil down to making an informational change to your original articles, the Restated Articles of Organization or Incorporation is a complete rewrite of your original articles. It combines past amendments and the addition of amendments you may have, leaving just one document to reference. These restated articles are often used if you’ve amended articles in the past and have more amendments to make.

When you hire Active Filings to form your LLC or corporation, we provide easy access to state forms and professional filing tips to help ensure a smooth process for all your filings.