How Do I Change My Corporate Articles of Incorporation?

Changing Articles of Incorporation
Changing Articles of Incorporation. Emir Memedovski/Getty Images

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. 

What are 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: 

  • The name of the corporation, the start date and the duration (usually perpetual)
  • The type of corporation (a stock corporation or non-stock) and information about initial shares of stock
  • The name and address of the corporation's registered agent (the person or company authorized to receive business correspondence about legal matters)
  • Names and addresses of the initial directors and of the incorporator (the person in charge of setting up the corporation). 

Why are Corporate Articles Amended? 

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 a change of address, a change in purpose, a change in company name, or to change stock information.

 

How Do I Change the Articles of Incorporation?

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. 

The process to amend your articles of incorporation for changes such as address, purpose, or other major change, varies by state, and you should check with your state's secretary of state for more information.

In general the process to change Articles of Incorporation includes these steps:

  • First a proposal must be prepared and presented to the company board of directors. The board adopts a corporate resolution approving the proposal.
  • If there are shareholders or members, they must vote on the change. The vote usually takes place at a formal meeting of the corporation (annual meeting or other) and shareholders must be advised of the proposed change before the meeting.
  • If the shareholders approve the change to the articles of incorporation, the amended document must be sent to your state's secretary of state for filing (there is usually a fee for filing this change.

An amendment is not necessary in most states for the following (but check with your state before making any changes to articles of incorporation):

  • To change names and address of directors, incorporators, etc. But an amendment or other change notice must be filed with your state if the registered agent changes or the resident agent's address changes.
  • To reduce the number of authorized shares of stock. But an increase in the number of shares of stock requires an amendment.
  • To change the corporation's name.

Consult your attorney first

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.